Ministry of Finance

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

No. 138/2026/TT-BTC
Hanoi, September 25, 2026

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CIRCULAR

Guiding certain articles of Decree No. 200/2026/ND-CP on private corporate bond offerings in the domestic market and corporate bond offerings to the international market

Pursuant to the Securities Law No. 54/2019/QH14, as amended and supplemented by Law No. 56/2024/QH15; Pursuant to the Enterprise Law No. 59/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15; Pursuant to Decree No. 200/2026/ND-CP dated June 05, 2026 of the Government on private corporate bond offerings in the domestic market and corporate bond offerings to the international market; Pursuant to Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing the implementation of certain articles of the Securities Law, as amended and supplemented by Decree No. 245/2025/ND-CP; Pursuant to Decree No. 29/2025/ND-CP dated February 24, 2025 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance, as amended and supplemented by Decree No. 166/2025/ND-CP; At the request of the Chairman of the State Securities Commission; The Minister of Finance issues this Circular guiding certain articles of the Decree on private corporate bond offerings in the domestic market and corporate bond offerings to the international market.

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Chapter I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides certain contents stipulated in Clause 4 of Article 14, Clauses 4 and 8 of Article 20, Clause 10 of Article 21, Clause 1 of Article 29, Clauses 2, 3, and 4 of Article 31, Clause 1 of Article 32, Clause 4 of Article 33, Clause 1 of Article 35, Clause 6 of Article 37, Clause 6 of Article 39, Clauses 1, 2, and 3 of Article 40, Clauses 2 and 3 of Article 41, Clause 1 of Article 43, and Clause 1 of Article 44 of Decree No. 200/2026/ND-CP dated June 05, 2026 of the Government on private corporate bond offerings in the domestic market and corporate bond offerings to the international market.

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**Article 2. Subjects of Application**

1. Joint stock companies and limited liability companies established and operating under Vietnamese law that offer private corporate bonds in the domestic market and offer corporate bonds to the international market.

2. Organizations advising on bond offering dossiers; tendering, underwriting, and bond issuance agency organizations; bondholder representatives; bond registration and custody organizations; clearing members; trading members; organizations opening direct accounts, excluding organizations opening direct accounts stipulated at point b, Clause 1, Article 165 of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing the implementation of certain articles of the Securities Law.

3. Vietnam Stock Exchange (HOSE), Hanoi Stock Exchange (HNX).

4. Vietnam Securities Depository and Clearing Corporation (VSD), Vietnam Clearing Corporation (VCCIC).

5. Investors participating in the purchase, trading, and transfer of private corporate bonds.

6. Other relevant agencies, organizations, and individuals.

**Article 3. Interpretation of Terms**

1. The private corporate bond trading settlement system is the infrastructure, technical hardware, and technology system organized by the Vietnam Securities Depository and Clearing Corporation and payment banks with the participation of relevant parties to serve the activity of trading and settling private corporate bonds.

2. Real-time settlement per transaction is the method of trading and settling private corporate bonds implemented on a per-transaction basis immediately when the buyer has sufficient funds and the seller has sufficient private corporate bonds in their securities custody account.

3. Execution price is the price calculated per bond used to determine the settlement amount of the transaction.

4. Regular buy-sell transaction is a transaction on the private corporate bond trading system where one party sells transfers ownership of the bond to a buyer without a commitment to repurchase the bond.

**Chapter II**

**REGISTRATION, CUSTODY, EXERCISE OF RIGHTS, TRANSFER OF OWNERSHIP, TRADING SETTLEMENT, AND ORGANIZATION OF THE PRIVATE CORPORATE BOND TRADING MARKET IN THE DOMESTIC MARKET**

**Section 1**

**REGISTRATION, CUSTODY, EXERCISE OF RIGHTS, TRANSFER OF OWNERSHIP**

# Article 4. Registration, Cancellation of Registration, and Management of Private Corporate Bond Information

1. The issuing enterprise registers information about private corporate bonds according to the provisions in Appendix I issued with this Circular and guided by the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

2. When there are changes to the information of the issuing enterprise registered with the Vietnam Securities Depository and Clearing Corporation under Clause 1 of this Article, within 10 days from the date of change and no later than 05 working days before the bond maturity date, the issuing enterprise must adjust the information with the Vietnam Securities Depository and Clearing Corporation.

3. In the case where the issuing enterprise changes bond conditions or terms according to Clause 4 of Article 5, Clauses 5 and 6 of Article 50 of Decree No. 200/2026/ND-CP, leading to a reduction in the number of registered bonds at the Vietnam Securities Depository and Clearing Corporation, the issuing enterprise must adjust the reduction in the number of registered bonds before or simultaneously with changing the bond condition and term information with the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation adjusts the reduction in the number of registered bonds in the following cases: the issuing enterprise repurchases in part, swaps in part, converts in part, or in the case where the issuing enterprise changes the bond term but a bondholder does not consent, leading to the issuing enterprise having to fully fulfill its obligations to this bondholder according to the announced offering plan under point c, Clause 5, Article 50 of Decree No. 200/2026/ND-CP, while sending a notice of the adjustment in the number of registered bonds to the Hanoi Stock Exchange.

5. The Vietnam Securities Depository and Clearing Corporation adjusts information related to private corporate bonds due to errors in the following cases:

a) The issuing enterprise made an error in updating transfer information in the Bondholder Register registered with the Vietnam Securities Depository and Clearing Corporation for transactions that were transferred before the cutoff date for registering bondholders to register bonds and were confirmed to have transferred ownership according to legal regulations;

b) The issuing enterprise incorrectly entered the number of bonds of the bondholder during the preparation of the Bondholder Register;

c) The issuing enterprise or clearing member made an error in updating bondholder identification information with the Vietnam Securities Depository and Clearing Corporation.

6. The issuing enterprise is responsible for the honesty, accuracy, completeness, and timeliness of the information provided according to Clauses 1, 2, and 3 of this Article.

7. Private corporate bonds are registered at the Vietnam Securities Depository and Clearing Corporation in the form of book entries or electronic data.

8. The Vietnam Securities Depository and Clearing Corporation cancels the registration of private corporate bonds in the following cases:

a) Bonds reach maturity or the issuing enterprise repurchases, swaps, or converts all bonds in advance;

b) The issuing enterprise has its Enterprise Registration Certificate, Establishment and Operation License, or equivalent legal documents revoked;

c) The Vietnam Securities Depository and Clearing Corporation detects that the issuing enterprise forged bond registration dossiers;

d) At the request of the Stock Exchange in cases where the Stock Exchange detects that the issuing enterprise forged bond trading registration dossiers;

d) The issuing enterprise ceases to exist due to dissolution or bankruptcy or implements division of the enterprise;

e) Bonds are cancelled according to a legally effective court judgment or decision, an arbitral award, or a decision of a competent authority according to legal regulations.

9. When cancelling bond registration, the Vietnam Securities Depository and Clearing Corporation will stop recording information about the registered bonds under Clause 1 of this Article at the Vietnam Securities Depository and Clearing Corporation. The cancellation of bond registration and the adjustment of the reduction in the number of registered bonds at the Vietnam Securities Depository and Clearing Corporation do not change the lawful rights and interests of bondholders. The issuing enterprise is responsible for paying bond interest and principal according to Article 22 of Decree No. 200/2026/ND-CP, managing bond information, and continuing to exercise the rights and lawful interests of bondholders (if any) according to legal regulations after the bonds are cancelled from registration or the number of registered bonds is adjusted at the Vietnam Securities Depository and Clearing Corporation (including bonds that were frozen by written request of a competent state authority according to the notice of the Vietnam Securities Depository and Clearing Corporation at the time of cancellation of registration or adjustment of the number of registered bonds).

10. The registration, cancellation of registration, and management of private corporate bond information are implemented according to Clause 1 of Article 20 of Decree No. 200/2026/ND-CP, this Circular, and the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 5. Issuance of Private Corporate Bond Codes

The activity of issuing private corporate bond codes is implemented according to legal regulations on registration, custody, clearing, and settlement of securities transactions and the Regulations on the activity of issuing domestic security codes and international security identification numbers at the Vietnam Securities Depository and Clearing Corporation.

Article 6. Custody of Private Corporate Bonds

1. The activity of custody of private corporate bonds at the Vietnam Securities Depository and Clearing Corporation includes: opening and managing securities custody accounts, depositing bonds, withdrawing bonds, transferring custody bonds outside the trading system, freezing and unfreezing bonds.

2. The activity of custody of private corporate bonds is implemented according to legal regulations on registration, custody, clearing, and settlement of securities transactions, this Circular, and the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds. In the case where an investor already has a securities custody account at a clearing member, the investor registers information with the clearing member to use this account to custody private corporate bonds.

3. In the case where an investor trades on the private corporate bond trading system, the clearing member must register with the Vietnam Securities Depository and Clearing Corporation the securities custody account information of the investor participating in private corporate bond trading and additional information according to the provisions in Appendix II issued with this Circular.

4. The clearing member is responsible for the accuracy, completeness, and timeliness of the information when registering the investor's securities custody account and providing information to the Vietnam Securities Depository and Clearing Corporation. The Vietnam Securities Depository and Clearing Corporation has the right to refuse to register securities custody account information in the case where the clearing member provides incomplete or inaccurate information about the investor. Daily, the Vietnam Securities Depository and Clearing Corporation compiles and sends the list of investor accounts and direct account-opening organizations registered for private corporate bond trading to the Hanoi Stock Exchange after the clearing member and direct account-opening organizations complete the registration and cancellation of securities custody account information at the Vietnam Securities Depository and Clearing Corporation so that investors and direct account-opening organizations can execute private corporate bond trading on the next trading day.

Article 7. Exercise of Rights of Private Corporate Bondholders

1. The Vietnam Securities Depository and Clearing Corporation exercises the rights of private corporate bondholders based on the request of the issuing enterprise after checking the completeness and validity of the dossier according to regulations. The issuing enterprise is responsible for the accuracy, completeness, and timeliness of the dossier requesting the exercise of rights, and is also responsible for any damages caused to bondholders according to legal regulations in the case where the request to exercise rights sent to the Vietnam Securities Depository and Clearing Corporation is not timely, incomplete, or inaccurate.

2. The cases for exercising rights regarding private corporate bonds include:

a) Soliciting opinions from bondholders;

b) Paying bond interest and principal;

c) Converting convertible bonds;

d) Swapping bonds;

d) Early repurchase of bonds;

e) Other rights according to legal regulations.

3. The issuing enterprise, the Vietnam Securities Depository and Clearing Corporation, and clearing members are responsible for exercising rights for bondholders registered and custodied at the Vietnam Securities Depository and Clearing Corporation according to the provisions of this Circular, the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds, and relevant legal regulations. The issuing enterprise is responsible for exercising rights for bondholders not yet custodied at the Vietnam Securities Depository and Clearing Corporation. In the case of non-compliance with these regulations, the issuing enterprise, clearing members, and the Vietnam Securities Depository and Clearing Corporation are responsible for any damages caused to private corporate bondholders according to legal regulations.

4. In the case of paying bond interest and principal, the issuing enterprise complies with the provisions of Article 22 of Decree No. 200/2026/ND-CP, this Circular, and the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

5. In the case where the issuing enterprise changes the conditions or terms of the bonds or pays due bond interest and principal to bondholders with other assets according to Clauses 4 and 5 of Article 22 of Decree No. 200/2026/ND-CP or pays due bond interest and principal according to agreement with bondholders, leading to a cash interest and principal payment round that cannot be executed simultaneously for all bondholders according to the previously registered bond condition and term information with the Vietnam Securities Depository and Clearing Corporation, the issuing enterprise self-executes that payment round for all bondholders and bears full responsibility for paying bondholders according to legal regulations.

6. In the case where the issuing enterprise pays bond interest and principal with securities registered at the Vietnam Securities Depository and Clearing Corporation, the transfer of ownership of securities is implemented according to legal regulations on registration, custody, clearing, and settlement of securities transactions.

# Article 8. Transfer of Ownership of Private Corporate Bonds

1. The Vietnam Securities Depository and Clearing Corporation executes the transfer of ownership of private corporate bonds in the cases according to Clause 6 of Article 20 of Decree No. 200/2026/ND-CP.

2. The Vietnam Securities Depository and Clearing Corporation executes the transfer of ownership of private corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation for transactions that are not of a buying or selling nature or are not executed through the private corporate bond trading system as follows:

a) Gifts, inheritance of securities according to the Civil Code; division of joint property of spouses during marriage according to the Law on Marriage and Family;

b) Division, separation, merger, consolidation, dissolution of enterprises; reorganization, dissolution of public service units; termination of operation of business households according to the Enterprise Law and other relevant legal regulations;

c) Transfer of ownership according to court judgments or decisions, arbitral awards, or documents requesting execution by enforcement agencies;

d) Transfer of ownership due to the handling of collateral assets being private corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation; transfer of ownership of private corporate bonds to handle cases of insolvency in securities trading;

d) Transfer of ownership of private corporate bonds when implementing division, separation, merger, consolidation, dissolution of securities investment funds; establishment, increase of charter capital of private securities investment companies; increase, decrease of charter capital of member funds; transfer of ownership of private corporate bonds when funds pay with private corporate bonds in the open fund repurchase activity;

e) Investors entrust the transfer of ownership of their private corporate bonds to the fund management company in the case where the fund management company receives management of entrusted investment portfolios with assets; the fund management company transfers ownership of entrusted private corporate bonds to the entrusting investor in the case of corresponding changes in terms in the investment entrustment contract; the fund management company transfers ownership of entrusted private corporate bonds to the entrusting investor ensuring the correct target of private corporate bond investors according to legal regulations or transfers ownership of private corporate bonds to another fund management company in the case of termination of portfolio management contracts; the fund management company dissolves, goes bankrupt, terminates operations, returns assets to entrusting investors, or transfers asset portfolios to another fund management company for management; transfer of ownership of private corporate bonds between fund management companies managing assets of the same entrusting investor at the request of that investor;

g) Transfer of ownership of private corporate bonds arising when the issuing enterprise implements according to Clauses 5 and 6 of Article 22 of Decree No. 200/2026/ND-CP;

h) Transfer of ownership of private corporate bonds that are money market instruments at the request of the State Bank of Vietnam;

i) Other cases of transfer of ownership of private corporate bonds, the Vietnam Securities Depository and Clearing Corporation considers and executes based on the opinions of the State Securities Commission.

3. The party transferring ownership of private corporate bonds must custody the private corporate bonds before executing the transfer of ownership, except in the following cases:

a) The party transferring ownership is missing or deceased;

b) Transfer of ownership according to court judgments or decisions, arbitral awards, or documents requesting execution by enforcement agencies;

c) The party transferring ownership no longer exists due to having completed procedures for division, merger, consolidation, reorganization, dissolution, or termination of operations;

d) Other cases considered and executed by the Vietnam Securities Depository and Clearing Corporation based on the opinions of the State Securities Commission.

4. In the case where bonds are already custodied at the Vietnam Securities Depository and Clearing Corporation, the clearing member is responsible for determining the status of professional securities investors according to legal regulations, ensuring the investor belongs to the correct target according to Article 9 of Decree No. 200/2026/ND-CP before sending the request for transfer of ownership to the Vietnam Securities Depository and Clearing Corporation in the case of transfer of ownership not through the trading system of the Stock Exchange, except in the case of execution according to legally effective court judgments or decisions, arbitral awards, or inheritance according to legal regulations.

5. When executing the transfer of ownership of bonds, the relevant parties must comply with the provisions of Clause 4 of Article 129 of the Enterprise Law, point c, Clause 1 and point c, Clause 2 of Article 31 of the Securities Law, Clause 6 of Article 20 of Decree No. 200/2026/ND-CP, relevant legal regulations, and the regulations on registration, custody, exercise of rights, transfer of ownership, and trading settlement of private corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Section 2

TRADING ORGANIZATION

Article 9. Registration of Trading, Cancellation of Trading Registration of Private Corporate Bonds

1. The dossier, procedure, and formalities for registering trading of bonds on the private corporate bond trading system are implemented according to Clauses 3 and 4 of Article 21 of Decree No. 200/2026/ND-CP.

2. In the case of changes to information about the issuing enterprise due to the enterprise formed after merger or consolidation, change of Enterprise Registration Certificate, the issuing enterprise must send a request to adjust information to the Hanoi Stock Exchange within 10 days from receiving the new Enterprise Registration Certificate according to the guidance in the Trading Regulations for Private Corporate Bonds of the Vietnam Stock Exchange.

In the case of changes to information about bond conditions or terms according to Clause 4 of Article 5, Clauses 5 and 6 of Article 50 of Decree No. 200/2026/ND-CP, the issuing enterprise must send a request to adjust information to the Hanoi Stock Exchange within 10 days from the date of change of bond conditions or terms according to the guidance in the Trading Regulations for Private Corporate Bonds of the Vietnam Stock Exchange. Specifically, in the case of changing information about the bond term, the enterprise must send a request to adjust information to the Hanoi Stock Exchange no later than 05 working days before the maturity date of the bond according to the initially announced offering plan for investors. In the case of non-compliance with these regulations, the issuing enterprise is responsible for any damages caused to bondholders according to legal regulations.

3. The Hanoi Stock Exchange issues a notice about the cancellation of trading registration within 05 working days from the date of determining the basis for executing the cancellation of trading registration, and simultaneously sends the notice to the Vietnam Securities Depository and Clearing Corporation and executes the cancellation of trading registration within 10 days from the date of issuing the notice for the cases stipulated in Clause 6 of Article 21 of Decree No. 200/2026/ND-CP (except for the case stipulated in point a, Clause 3 of this Article), specifically as follows:

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a) In the case of cancellation of transaction registration due to bonds reaching maturity, the date of cancellation of bond transaction registration is determined as the next working day after the final registration date in the notification of the final registration date and the confirmation of the bondholder list by the Vietnam Securities Depository. In the event that the Hanoi Stock Exchange does not receive the notification of the final registration date and the confirmation of the bondholder list from the Vietnam Securities Depository, the date of cancellation of bond transaction registration is the maturity date of the bonds;

b) In the case of cancellation of transaction registration due to the issuing enterprise repurchuing bonds early, or fully swapping or converting bonds, the cancellation of transaction registration is based on the information disclosure content of the issuing enterprise regarding the results of early bond repurchase, the results of bond conversion, and the results of bond swapping as prescribed in Article 24 of this Circular;

c) In the case of cancellation of transaction registration as prescribed in point b, clause 6, Article 21 of Decree No. 200/2026/NĐ-CP, the cancellation of transaction registration is based on the information disclosure content of the issuing enterprise as prescribed in clause 5, Article 23 of this Circular or based on the document of the competent state agency regarding the withdrawal of the Enterprise Registration Certificate, withdrawal of the Establishment and Operation License, or other legally valid equivalent documents;

d) In the case of cancellation of transaction registration as prescribed in point c and point d, clause 6, Article 21 of Decree No. 200/2026/NĐ-CP, the cancellation of transaction registration is implemented when the Hanoi Stock Exchange discovers that the enterprise has forged documents, or receives a request document from the Vietnam Securities Depository regarding the issuing enterprise forging documents for bond registration;

d) In the case of cancellation of transaction registration as prescribed in point d, clause 6, Article 21 of Decree No. 200/2026/NĐ-CP, the cancellation of transaction registration is based on the information disclosure content of the issuing enterprise as prescribed in clause 5, Article 23 of this Circular regarding the implementation of enterprise division or separation, or termination of existence due to dissolution or bankruptcy, and the request of the issuing enterprise for cancellation of transaction registration;

e) In the case of cancellation of transaction registration as prescribed in point e, clause 6, Article 21 of Decree No. 200/2026/NĐ-CP, the cancellation of transaction registration is implemented after the Hanoi Stock Exchange receives a legally effective court judgment or decision, an arbitral award, or a decision of a competent agency as prescribed by law.

4. The Hanoi Stock Exchange implements the adjustment to reduce the number of registered bonds after the issuing enterprise completes the adjustment to reduce the number of registered bonds at the Vietnam Securities Depository as prescribed in clause 4, Article 4 of this Circular, in the case where the issuing enterprise partially repurchases, partially swaps, or partially converts bonds, or where the issuing enterprise changes the maturity of the bonds but there is a case where bondholders do not agree to the change of bond maturity, leading the issuing enterprise to fully fulfill its obligations to these bondholders according to the issuance plan published as prescribed in point c, clause 5, Article 50 of Decree No. 200/2026/NĐ-CP.

5. The Vietnam Stock Exchange issues a separate Trading Regulation for standalone corporate bonds guiding the activities of registration, cancellation of transaction registration, and adjustment of the number of registered transactions for standalone corporate bonds.

Article 10. Trading Members of Standalone Corporate Bonds

1. Trading members on the standalone corporate bond trading system include trading members and special trading members of the Vietnam Stock Exchange. The trading of standalone corporate bonds must be conducted through trading members as prescribed in clause 9, Article 21 of Decree No. 200/2026/NĐ-CP.

2. Trading members of standalone corporate bonds of the Vietnam Stock Exchange are responsible for:

a) Strictly complying with the provisions of clause 3, Article 9 of Decree No. 200/2026/NĐ-CP before entering orders into the standalone corporate bond trading system;

b) Ensuring that they and their customers (in the case of trading members) have sufficient funds and bonds before executing transactions, and simultaneously checking the validity and legality of transaction orders as prescribed by law;

c) Ensuring the accuracy and completeness of transaction information on the standalone corporate bond trading system;

d) Storing and securing customer accounts and transaction records as prescribed by law;

d) Providing information related to their own accounts and customer accounts upon request of competent agencies;

e) Implementing periodic reports by month, quarter, semi-annually, and annually to the Vietnam Stock Exchange as prescribed in the Trading Member Regulation for standalone corporate bonds of the Vietnam Stock Exchange.

Trading members of standalone corporate bonds must report abnormally in writing to the Vietnam Stock Exchange and the Hanoi Stock Exchange within 24 hours from the time the member discovers that the transaction is one of the prohibited acts in securities and securities market activities as prescribed in Article 12 of the Securities Law and other cases as prescribed by law.

In necessary cases, to protect the interests of investors, the State Securities Commission, the Vietnam Stock Exchange, and the Hanoi Stock Exchange may require trading members of standalone corporate bonds to report information related to the trading activities of standalone corporate bonds. Trading members of standalone corporate bonds are responsible for reporting fully, accurately, and timely in accordance with the content, time limit, and form requested by the State Securities Commission, the Vietnam Stock Exchange, and the Hanoi Stock Exchange.

Article 11. Organization of Standalone Corporate Bond Trading

1. The organization responsible for determining investor eligibility to participate in purchasing, trading, and transferring must be implemented as prescribed in clause 3, Article 9 of Decree No. 200/2026/NĐ-CP, ensuring that investors belong to the correct target group for purchasing, trading, and transferring as prescribed in clause 1, Article 9 of Decree No. 200/2026/NĐ-CP before the trading member enters orders into the corporate bond trading system, except in cases implemented according to legally effective court judgments or decisions, arbitral awards, or inheritance as prescribed by law.

2. Investors must open securities trading accounts with trading members to execute transactions for standalone corporate bonds. Before purchasing bonds, individual professional investors must sign a confirmation document as prescribed in point d, clause 4, Article 9 of Decree No. 200/2026/NĐ-CP.

3. In the case where investors already have basic securities trading accounts opened with trading members, investors are permitted to use these securities trading accounts to execute transactions for standalone corporate bonds. In the case where investors open securities custody accounts at custodian banks and open securities trading accounts at securities companies, investors can place orders to purchase standalone corporate bonds, and securities companies can execute orders to purchase standalone corporate bonds upon confirmation from the custodian bank that the custodian bank accepts the request for payment of transactions for standalone corporate bonds from the investor.

4. Trading members must unify and publicly disclose the forms of receiving and processing customer transactions at the head office, branches, and trading offices. The results of transaction execution must be notified to customers immediately after the transaction is executed according to the form agreed upon with customers. Trading members must send account statements for funds and bonds monthly or upon customer request.

5. Trading members must prioritize executing transaction orders for customers before proprietary trading orders of trading members, with the best possible execution price. The best possible execution price is the price according to customer requests or better than the price according to customer requests.

6. After standalone corporate bond transactions are established and completed, the Hanoi Stock Exchange is responsible for providing information on transaction results to the Vietnam Securities Depository to execute payment activities for standalone corporate bond transactions.

Article 12. Trading of Standalone Corporate Bonds

1. The form of trading standalone corporate bonds is ordinary purchase and sale transactions.

2. The Hanoi Stock Exchange applies the negotiated transaction method on the standalone corporate bond trading system. The negotiated transaction method on the standalone corporate bond trading system is implemented according to the principle that participating parties freely negotiate and agree on transaction contents. Transactions under the negotiated method are established when the buyer or seller enters transaction orders into the standalone corporate bond trading system and the counterparty confirms these transaction orders.

3. The negotiated transaction method includes:

a) Electronic negotiation is a form of transaction in which trading members enter orders to buy or sell with firm commitments into the system or select corresponding orders that have been entered into the system to execute transactions;

b) Ordinary negotiation is a form of transaction in which buyers and sellers freely negotiate transaction conditions in advance and report results into the standalone corporate bond trading system to establish transactions.

4. The Vietnam Stock Exchange issues a Business Regulation to deploy supervision of standalone corporate bond trading on the standalone corporate bond trading system as prescribed in clause 2, Article 40 of Decree No. 200/2026/NĐ-CP.

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# Article 13. Public Disclosure of Information on Standalone Corporate Bond Trading Activities

1. The Hanoi Stock Exchange is responsible for publicly disclosing the following information about standalone corporate bond transactions:

a) Information on standalone corporate bond transactions on the standalone corporate bond trading system, including information on registered corporate bond codes, information on the total volume of transactions across the market, and the total value of transactions across the market;

b) Information on transaction registration, changes to transaction registration information, cancellation of transaction registration, and adjustment of the number of registered bonds for transactions as prescribed in Article 9 of this Circular.

2. The Vietnam Stock Exchange is responsible for publicly disclosing information on trading members and special trading members of standalone corporate bonds.

## Section 3
### TRANSACTION SETTLEMENT

# Article 14. Organizations Participating in the Standalone Corporate Bond Trading Settlement System

1. Organizations implementing settlement of standalone corporate bonds on the account custody system at the Vietnam Securities Depository include:

a) Custody members implementing settlement for standalone corporate bond transactions of themselves and for customers of custody members;

b) Organizations opening direct accounts implementing settlement for standalone corporate bond transactions of themselves.

2. Payment banks implementing payment of standalone corporate bond transactions are commercial banks selected by the State Securities Commission as prescribed in Article 69 of the Securities Law, Article 167, and Article 168 of Decree No. 155/2020/NĐ-CP.

3. Custody members and organizations opening direct accounts participating in the standalone corporate bond trading settlement system must meet the requirements of the Vietnam Securities Depository regarding system connection and business processes to implement the function of settling standalone corporate bond transactions.

4. Custody members and organizations opening direct accounts must connect systems, ensuring implementation according to the procedures for deposit, withdrawal, transfer, and balance reconciliation of payment funds for standalone corporate bond transactions of payment banks to settle payment for standalone corporate bond transactions.

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5. Payment banks are responsible for compensating the Vietnam Securities Depository, custody members, and organizations opening direct accounts for costs and damages arising in cases where payment of standalone corporate bond transactions is not implemented according to regulations due to the fault of the payment bank.

6. Custody members and organizations opening direct accounts send reports on custody and transaction settlement activities for standalone corporate bonds to the Vietnam Securities Depository as prescribed in the regulation on registration, custody, exercise of rights, transfer of ownership, and settlement of standalone corporate bond transactions of the Vietnam Securities Depository.

Article 15. Settlement of Standalone Corporate Bond Transactions

1. Custody members must open deposit accounts in the names of custody members at payment banks to implement payment of standalone corporate bond transactions for proprietary, domestic brokerage, and foreign brokerage transactions. Organizations opening direct accounts open deposit accounts at payment banks to implement payment of standalone corporate bond transactions for themselves. Payment banks are responsible for managing detailed information on deposit balances for standalone corporate bond transactions of investors opening securities custody accounts with custody members according to information provided by custody members to ensure correct settlement of transactions for those investors.

2. In the case where customers opening securities custody accounts with custody members are not trading members, placing transaction orders is conducted through trading members, and transaction settlement is conducted through custody members.

3. Based on transaction results provided by the Hanoi Stock Exchange as prescribed in clause 6, Article 11 of this Circular, the Vietnam Securities Depository reconciles, sends notifications of transaction results and settlement obligations for standalone corporate bonds to custody members and organizations opening direct accounts as prescribed in Article 16 of this Circular. Based on confirmation from custody members and organizations opening direct accounts, the Vietnam Securities Depository determines the obligation to pay funds and standalone corporate bonds and sends information on settlement obligations to related parties and payment banks.

4. The Vietnam Securities Depository implements settlement of standalone corporate bond transactions using the real-time payment method for each transaction, with settlement time on the same trading day, without applying the central counterparty clearing mechanism.

5. Payment settlement is conducted on the payment deposit account system of payment banks according to payment obligations determined by the Vietnam Securities Depository and authorized by custody members and organizations opening direct accounts to payment banks to implement settlement of standalone corporate bond transactions.

6. Settlement of standalone corporate bonds is conducted on the system of the Vietnam Securities Depository according to the principle of transferring standalone corporate bonds between accounts of investors at custody members and organizations opening direct accounts, simultaneously with payment settlement at payment banks.

7. Custody members where investors open accounts are responsible for allocating funds and standalone corporate bonds to investor accounts immediately after the Vietnam Securities Depository completes settlement of standalone corporate bonds and payment banks complete payment settlement for standalone corporate bond transactions, and simultaneously notifying the Vietnam Securities Depository of allocation results within the time limit prescribed in the regulation guiding activities of registration, cancellation of registration, adjustment of registration information, custody, exercise of rights, transfer of ownership, and settlement of standalone corporate bond transactions of the Vietnam Securities Depository.

8. Settlement, reconciliation, confirmation of transaction results, handling of errors after transactions, handling of transactions with inability to pay, and removal of standalone corporate bond transaction settlements are implemented as prescribed in this Circular and guidance in regulations on registration, custody, exercise of rights, transfer of ownership, and settlement of standalone corporate bond transactions of the Vietnam Securities Depository.

Article 16. Reconciliation and Confirmation of Standalone Corporate Bond Transaction Results

1. After receiving transaction results from the Hanoi Stock Exchange, the Vietnam Securities Depository checks and removes transactions in the following cases:

a) Transactions of custody members, organizations opening direct accounts, or customers of custody members are executed after the Vietnam Securities Depository has notified the Hanoi Stock Exchange about suspending settlement activities for standalone corporate bonds for that custody member or organization opening direct accounts;

b) Transactions with incorrect standalone corporate bond codes not matching the codes of bonds registered on the system of the Vietnam Securities Depository;

c) Transactions with invalid account numbers due to non-existent member registration numbers, organization opening direct accounts, or account type characters, or with transaction dates different from working days on the system of the Vietnam Securities Depository;

d) Transactions with invalid information including: no trading session codes, transaction dates different from current dates, no buyer or seller order numbers, prices or transaction volumes less than or equal to zero, or no order confirmation numbers;

d) Transactions with combinations of four pieces of information: market codes, trading board codes, security codes, and order confirmation numbers matching transactions received previously;

e) Transactions with investor account information not yet registered with the Vietnam Securities Depository by custody members;

g) Transactions without sufficient standalone corporate bonds for settlement.

2. The Vietnam Securities Depository is responsible for notifying remaining standalone corporate bond transactions (excluding transactions removed from settlement as prescribed in clause 1 of this Article) to custody members and organizations opening direct accounts for reconciliation and confirmation of transaction results and settlement obligations, and simultaneously freezing the number of sold bonds.

3. Custody members and organizations opening direct accounts are responsible for reconciling detailed transactions with transaction information received as prescribed in clause 2 of this Article and confirming again with the Vietnam Securities Depository.

Article 17. Handling Errors After Standalone Corporate Bond Transactions

1. In the case where trading members or special trading members enter incorrect account numbers of themselves into the standalone corporate bond trading system, the Vietnam Securities Depository will implement adjustments to the correct proprietary trading account numbers of trading members, and account numbers of special trading members to execute transaction settlements.

2. Except for cases prescribed in clause 1 of this Article, the Vietnam Securities Depository will implement removal of transactions from settlement due to errors of trading members, custody members, and organizations opening direct accounts.

3. The Vietnam Securities Depository is responsible for notifying the Hanoi Stock Exchange of transactions handled for errors after transactions.

Article 18. Handling Cases of Inability to Pay for Standalone Corporate Bond Transactions

1. Payment banks lend funds to custody members and organizations opening direct accounts for standalone corporate bond transactions in cases where custody members and organizations opening direct accounts temporarily lose the ability to pay for standalone corporate bond transactions, based on settlement support agreements signed between parties in accordance with regulations on credit institutions and other relevant laws.

2. In cases where settlement support agreements prescribed in clause 1 stipulate the use of securities of custody members and organizations opening direct accounts already deposited at the Vietnam Securities Depository as collateral for loans, the Vietnam Securities Depository will implement freezing, unfreezing, and transfer of securities upon request of payment banks.

Article 19. Removal of Standalone Corporate Bond Transaction Settlements

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1. The Vietnam Securities Depository removes settlements of standalone corporate bond transactions in the following cases:

a) Transactions prescribed in clause 1, Article 16, and clause 2, Article 17 of this Circular;

b) Transactions where custody members and organizations opening direct accounts do not send confirmation of acceptance of transaction results and settlement obligations, or do not complete settlement within the time limit prescribed in the regulation guiding activities of registration, cancellation of registration, adjustment of registration information, custody, exercise of rights, transfer of ownership, and settlement of standalone corporate bond transactions of the Vietnam Securities Depository;

c) Cases of removal of settlements according to decisions of competent agencies determined before the Vietnam Securities Depository completes settlement.

2. The Vietnam Securities Depository is responsible for notifying the Hanoi Stock Exchange and related organizations after implementing removal of settlements for standalone corporate bond transactions.

3. The party generating errors leading to transactions being removed from settlement must bear full responsibility for losses arising for customers or related counterparty members due to transactions not being settled. Compensation amounts are freely agreed upon by parties as prescribed by current law.

Article 20. Responsibilities for Supervising Registration, Custody, Trading, and Settlement Activities of Standalone Corporate Bonds

1. Trading members and custody members supervise investors opening accounts to comply with regulations on investor eligibility and responsibilities when participating in trading, settlement, and transfer of ownership activities for standalone corporate bonds as prescribed in this Circular and related laws.

2. Stock Exchanges supervise trading of standalone corporate bonds on the standalone corporate bond trading system as prescribed in clause 2, Article 40 of Decree No. 200/2026/NĐ-CP, provisions of this Circular, and business regulations to deploy supervision of standalone corporate bond trading. In case of violations in trading standalone corporate bonds, Stock Exchanges issue written requests for issuing enterprises and related individuals and organizations to explain, provide supplementary information (if necessary), handle according to Stock Exchange regulations, or report to the State Securities Commission for consideration and handling according to the degree of violation.

3. The Vietnam Securities Depository and Clearing Corporation monitors, in accordance with Clause 2 and Clause 4 of Article 41 of Decree No. 200/2026/NĐ-CP, the issuing enterprises and depository members regarding compliance with the provisions of this Circular, as well as the regulations on registration, depository, exercise of rights, transfer of ownership, and settlement of individual corporate bonds issued by the Vietnam Securities Depository and Clearing Corporation. In the event of violations in the registration, depository, exercise of rights, transfer of ownership, or settlement of individual corporate bond transactions, the Vietnam Securities Depository and Clearing Corporation shall issue a written request for the relevant individuals and organizations to explain and provide supplementary information (if necessary), handle the matter according to the regulations of the Vietnam Securities Depository and Clearing Corporation, or report to the State Securities Commission for consideration and handling according to the severity of the violation.

Chapter III

GUIDELINES ON INFORMATION DISCLOSURE, NOTIFICATION, REPORTING, INFORMATION AND DATA SHARING MECHANISMS REGARDING OFFERINGS AND TRADING OF INDIVIDUAL CORPORATE BONDS IN THE DOMESTIC MARKET AND OFFERINGS OF CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 21. Forms and methods of information disclosure by issuing enterprises

1. Issuing enterprises shall disclose information to investors purchasing bonds using at least one of the following forms:
   a) Paper documents; b) Electronic documents; c) Publication on the issuing enterprise's electronic information page.

2. Issuing enterprises shall send the content of information disclosure in electronic form to the Hanoi Stock Exchange for publication on the corporate bond information page in accordance with the law.

3. Issuing enterprises are obligated to disclose information within the prescribed time limits and forms for each content of information disclosure. In the event that the obligation to disclose information arises on a statutory holiday or day off, the issuing enterprise shall fully perform the obligation to disclose information on the next working day following the holiday or day off.

Section 1

INFORMATION DISCLOSURE BY ISSUING ENTERPRISES OF INDIVIDUAL CORPORATE BONDS IN THE DOMESTIC MARKET

Article 22. Information disclosure prior to the bond offering

1. Issuing enterprises shall perform information disclosure prior to the bond offering to investors registered to purchase bonds and send the content of information disclosure to the Hanoi Stock Exchange at least 01 working day before the scheduled date of the offering (the start date of the bond offering) in accordance with Clause 1 of Article 29 of Decree No. 200/2026/NĐ-CP.

2. The content of information disclosure prior to the offering shall be implemented according to the form in Appendix III issued together with this Circular.

3. The form of information disclosure shall be implemented in accordance with point a or point b of Clause 1 and Clause 2 of Article 21 of this Circular.

Article 23. Periodic information disclosure and extraordinary information disclosure

1. Issuing enterprises shall perform periodic information disclosure every 06 months and annually according to the fiscal year until the bonds no longer have outstanding debt for investors holding the bonds, and send the content of information disclosure to the Hanoi Stock Exchange within the time limit prescribed in Clause 1 of Article 31 of Decree No. 200/2026/NĐ-CP.

2. The content of periodic information disclosure includes the documents prescribed in Clause 2 of Article 31 of Decree No. 200/2026/NĐ-CP. The content of periodic information disclosure on the corporate bond information page according to the form in Appendix IV issued together with this Circular includes:

   a) Information disclosure on financial status according to Form No. 4.1 - Appendix IV; b) Information disclosure on interest and principal repayment status according to Form No. 4.2 - Appendix IV; c) Information disclosure on the use of proceeds from the bond offering according to Form No. 4.3 - Appendix IV; d) Report on the implementation of commitments by the issuing enterprise towards bondholders according to Form No. 4.4 - Appendix IV; đ) Report on the use of proceeds from the issuance of green bonds according to Form No. 4.5 - Appendix IV. For green corporate bonds, annually, the issuing enterprise shall perform information disclosure according to Forms No. 4.1, 4.2, 4.4, 4.5; along with reports on the progress of fund disbursement, progress of project implementation, and environmental impact reports in accordance with point đ of Clause 2 of Article 31 of Decree No. 200/2026/NĐ-CP.

3. Issuing enterprises shall perform information disclosure for investors holding bonds and the Hanoi Stock Exchange regarding the actual interest rate applied for the interest calculation period in the case of bonds with floating interest rates or a combination of fixed and floating interest rates, no later than 01 working day before the time of interest payment to investors holding bonds according to Form No. 4.6 - Appendix IV issued together with this Circular.

4. Issuing enterprises shall perform information disclosure regarding the full fulfillment of obligations to investors, including the full payment of interest and principal of bonds, within 05 working days from the date the bonds no longer have outstanding debt for investors holding bonds, and send the content of information disclosure to the Hanoi Stock Exchange according to Form No. 4.7 - Appendix IV issued together with this Circular.

5. Issuing enterprises shall perform extraordinary information disclosure within 24 hours from the occurrence of events prescribed in Article 32 of Decree No. 200/2026/NĐ-CP for investors holding bonds and send the content of information disclosure to the Hanoi Stock Exchange. The content of information disclosure is according to Form No. 5.1 - Appendix V issued together with this Circular.

6. The form of periodic information disclosure and extraordinary information disclosure shall be implemented in accordance with Article 21 of this Circular.

Article 24. Information disclosure regarding convertible bonds, bonds with warrants, early repurchase of bonds, and bond swaps

1. Issuing enterprises shall perform information disclosure to the Hanoi Stock Exchange regarding the conversion of bonds into shares and the exercise of warrant rights within 05 working days from the date of completion of the conversion of bonds into shares or the date of exercise of warrant rights in accordance with Clause 1 of Article 33 of Decree No. 200/2026/NĐ-CP. The content of information disclosure is according to the form in Appendix VI issued together with this Circular, including:

   a) Information disclosure on the results of bond conversion according to Form No. 6.1 - Appendix VI; b) Information disclosure on the results of exercising rights for bonds with warrants according to Form No. 6.2 - Appendix VI.

2. Issuing enterprises shall perform information disclosure regarding the early repurchase and swap of bonds in accordance with Clause 2 of Article 33 of Decree No. 200/2026/NĐ-CP. The content of information disclosure is according to the form in Appendix VI issued together with this Circular, including:

   a) Information disclosure prior to the early repurchase of bonds for investors holding bonds no later than 10 days before the date of early repurchase of bonds according to Form No. 6.3 - Appendix VI; b) Information disclosure on the results of early repurchase of bonds to the Hanoi Stock Exchange no later than 10 days from the date of completion of the early repurchase of bonds according to Form No. 6.4 - Appendix VI; c) Information disclosure prior to the bond swap for investors holding bonds no later than 10 days before the date of bond swap according to Form No. 6.5 - Appendix VI; d) Information disclosure on the results of bond swap to the Hanoi Stock Exchange no later than 10 days from the date of completion of the bond swap according to Form No. 6.6 - Appendix VI.

3. Form of information disclosure:

   a) For information disclosure prior to the early repurchase of bonds and prior to the bond swap, implemented in accordance with Clause 1 of Article 21 of this Circular; b) For information disclosure regarding the conversion of bonds into shares, the exercise of rights for bonds with warrants, the results of early repurchase of bonds, and the results of bond swap, implemented in accordance with Article 21 of this Circular.

Section 2

INFORMATION DISCLOSURE BY ISSUING ENTERPRISES OF BONDS TO THE INTERNATIONAL MARKET