GOVERNMENT

NUMBER: 08/2023/ND-CP

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

Hanoi, March 05, 2023

DECREE

Amending, Supplementing and Suspending the Effectiveness of Certain Articles in Decrees on Private Placement of Corporate Bonds in the Domestic Market and Offering of Corporate Bonds to the International Market

Pursuant to the Law on the Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Articles of the Law on the Organization of the Government and the Law on the Organization of Local Government dated November 22, 2019;

Pursuant to the Law on Promulgation of Legal Documents dated June 22, 2015; the Law Amending and Supplementing Certain Articles of the Law on Promulgation of Legal Documents dated June 18, 2020;

Pursuant to the Securities Law dated November 26, 2019;

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

At the proposal of the Minister of the Ministry of Finance,

The Government issues the Decree amending, supplementing and suspending the effectiveness of certain articles in the Decrees on private placement of corporate bonds in the domestic market and offering of corporate bonds to the international market.

Article 1. Amending and supplementing Clause 3, Article 34 of the Government's Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds in the domestic market and offering of corporate bonds to the international market (hereinafter referred to as Decree No. 153/2020/ND-CP) as follows:

“3. Full and timely payment of principal and interest on bonds when due, and implementation of accompanying rights (if any) for bondholders according to the conditions and terms of the bonds. For bonds offered in the domestic market, in the event that the issuing enterprise is unable to fully and timely pay the principal and interest on bonds in Vietnamese Dong according to the offering plan published to investors as prescribed in Article 17 of this Decree, the enterprise may

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negotiate with bondholders to pay the due principal and interest on bonds in other assets according to the following principles:

a) Comply with regulations of civil law and relevant laws. For industries and professions with conditional investment and business, it must also comply with regulations of law on conditional investment and business industries and professions.

b) Must be approved by the bondholders.

c) The issuing enterprise must disclose abnormal information and bear full responsibility for the legal status of the assets used to pay the principal and interest on bonds according to the provisions of law.”

Article 2. Amending and supplementing point b, Clause 3, Article 3 of Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing certain articles of Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds in the domestic market and offering of corporate bonds to the international market (hereinafter referred to as Decree No. 65/2022/ND-CP) as follows:

"b) The change of conditions and terms of bonds must ensure the following principles:

• Comply with regulations at Clause 3, Article 1 of this Decree.

• In the case of extending the bond term, the maximum time shall not exceed 02 years compared to the term in the bond offering plan published to investors.

• For bondholders who do not approve the change of conditions and terms of bonds, the issuing enterprise is responsible for negotiating to ensure the rights and interests of investors. In the event that there are bondholders who do not approve the negotiation plan, the enterprise must fully perform its obligations to the bondholders according to the bond offering plan published to investors (including the case where the change of conditions and terms of bonds has been approved by bondholders representing 65% or more of the total number of bonds)."

Article 3. Suspending the effectiveness of the following provisions in Decree No. 65/2022/ND-CP until December 31, 2023

1. Regulations on determining the status of professional securities investors as individuals at point d, Clause 1, Article 8 of Decree No. 153/2020/ND-CP, as amended at Clause 6, Article 1 of Decree No. 65/2022/ND-CP.

2. Regulations on the distribution time of each issuance batch at Clause 7, Clause 8, Article 1 of Decree No. 65/2022/ND-CP.

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3. Regulations on the credit rating results for the enterprise issuing bonds at point e, Clause 2, Article 12 of Decree No. 153/2020/ND-CP, as amended at Clause 9, Article 1 of Decree No. 65/2022/ND-CP.

Article 4. Implementation Provisions

1. This Decree takes effect from the date of issuance.

2. Bond offering batches that have sent the content of information disclosure before the offering to the Stock Exchange before this Decree takes effect but have not completed the bond distribution shall continue to be implemented according to the regulations on the distribution time of each issuance batch at Clause 7, Clause 8, Article 1 of Decree No. 65/2022/ND-CP.

3. Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of the People's Committees of provinces and centrally run cities; Boards of Directors, Member Councils, General Directors, Directors of enterprises issuing bonds and other relevant agencies, organizations and individuals are responsible for implementing this Decree./.

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Distribution:

• Central Secretariat of the Party;

• Prime Minister, Deputy Prime Ministers;

• Ministries, ministerial-level agencies, agencies under the Government;

• People's Councils, People's Committees of provinces and centrally run cities;

• Central Office and Departments of the Party;

• Office of the General Secretary;

• Office of the President;

• National Assembly's Ethnic Council and Committees;

• National Assembly Office;

• Supreme People's Court;

• Supreme People's Procuracy;

• State Audit Office;

• National Financial Supervisory Committee;

• Social Policy Bank;

• Vietnam Development Bank;

• Central Committee of the Vietnam Fatherland Front;

• Central agencies of mass organizations;

• Government Office: Central Secretariat, Deputy Secretariats, Assistants to the PM, Director of the Portal of Electronic Information, Departments, Bureaus, subordinate units, Official Gazette;

• Save: VT, KTTH (2b) 410

GOVERNMENT

KT. PRIME MINISTER
DEPUTY PRIME MINISTER

Le Minh Khai