Issues about bonds and the adjustment of regulations related to the placement of bonds that are about to be issued is a matter of concern to corporations and investors. Accordingly, this article will clarify the regulations on 02 forms of bond issuance: (1) Public offering of bonds (2) Private placement of bonds in Vietnam.

Bond means a type of securities certifying its holders’ lawful rights and benefits to a portion of liabilities of an issuing institution (Clause 3, Article 4 of the Law on Securities 2019). Accordingly, a bond may be issued by an issuer that is an enterprise, Government, local authorities or a bank.

Corporate bond means a type of securities of a term of at least 1 year which are issued by a corporation, certifying its holder’s lawful rights and benefits to a portion of liabilities of the issuing corporation (Clause 1, Article 4 of Decree No. 153/2020/ND-CP, and Clause 6, Article 3 of Decree No. 155/2020/ND-CP).

If classified according to the criteria of issuance form and scope of issuance, corporate bonds are classified into 2 groups in accordance with Vietnamese law. To be specific:

1. Public offering of bonds means the offering of bonds by one of the modes specified in Clause 19, Article 4 of the Law on Securities 2019, including:

• Offering through mass media;
• Offering to at least 100 investors, except professional securities investors;
• Offering to an unspecified number of investors.

Regulations on conditions and procedures for public offering of bonds are governed by the provisions of the Law on Securities and Decree 155/2020/ND-CP.

2. Private placement of bonds: means the issuing corporation’s issuance of bonds (other than the cases of public offering of bonds as mentioned above), including the placement in the domestic market and offering to the international market. 

Currently, the regulations on conditions and procedures for the private placement of bonds are mainly governed by Decree 153/2020/ND-CP on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market and Decree 65/2022/ND-CP amending and supplementing Decree 153. In addition, the offering of bonds to the international market is subject to the provisions of Decree No. 219/2013/ND-CP on management of enterprises’ borrowing of foreign loans and payment of foreign debts without government guarantee (including relevant documents amending, supplementing, replacing, and guiding this regulation);

Below is a presentation of the conditions of the offering, the offering dossiers, the offering procedures and other important notes with these two forms of bond issuance in Vietnam.

Part 1: Private placement of bonds

1. Conditions for private placement of bonds in Vietnam:

1.1. For private placement of inconvertible bonds not linked with warrants (excluding private placement of bonds by securities companies and securities investment fund management companies other than public companies)

A corporation must satisfy the following conditions:

• Being a joint stock company or limited liability company established and operating in accordance with Vietnam’s law.
• Having fully paid both principal and interest of bonds issued or due liabilities during 3 consecutive years (if any) prior to the bond issuance, unless bonds are privately placed to creditors being selected financial institutions.
• Satisfying requirements on financial safety and prudential ratios in its operation in accordance with relevant specialized laws
• Having a bond issuance plan approved under Article 13 of Decree 153/2020/ND-CP, amended and supplemented under Clause 10, Article 1 of Decree 65/2022/ND-CP. 
• Having its financial statement of the year preceding the year of bond issuance audited by a qualified audit firm under Decree 153/2020/ND-CP.
• Having bond purchasers taking part in private placement of bonds specified at Point a, Clause 1, Article 8 of Decree 153/2020/ND-CP, amended and supplemented under Clause 6, Article 1 of Decree 65/2022/ND-CP. 

1.2. For private placement of inconvertible bonds not linked with warrants by securities companies and securities investment fund management companies other than public companies, a corporation must satisfy the following conditions:

• Being a joint stock company or limited liability company established and operating in accordance with Vietnam’s law.
• Satisfying requirements on financial safety and prudential ratios in its operation in accordance with relevant specialized laws
• Having a bond issuance plan approved under Article 13 of Decree 153/2020/ND-CP, amended and supplemented under Clause 10, Article 1 of Decree No. 65/2022/ND-CP. 
• Having its financial statement of the year preceding the year of bond issuance audited by a qualified audit firm under Decree 153/2020/ND-CP.
• Having bond purchasers taking part in private placement of bonds specified at Point a, Clause 1, Article 8 of Decree 153/2020/ND-CP, amended and supplemented under Clause 6, Article 1 of Decree 65/2022/ND-CP. 

1.3. For private placement/offering of convertible bonds or warrant-linked bonds, an issuing corporation must:

• Be a joint stock company.
• Have bond purchasers being professional securities investors and strategic investors, in which the number of strategic investors must be fewer than 100 under Point b, Clause 1, Article 8 of Decree 153/2020/ND-CP.
• Have fully paid both principal and interest of bonds issued or due liabilities during 3 consecutive years (if any) prior to the bond issuance, unless bonds are privately placed to creditors being selected financial institutions.
• Satisfy requirements on financial safety and prudential ratios in its operation in accordance with relevant specialized laws
• Have a bond issuance plan approved under Article 13 of Decree 153/2020/ND-CP, amended and supplemented under Clause 10, Article 1 of Decree 65/2022/ND-CP. 
• Have its financial statement of the year preceding the year of bond issuance audited by a qualified audit firm under Decree 153/2020/ND-CP.
• Ensure an interval of at least 6 months between two consecutive private placements of convertible bonds or warrant-linked bonds.
• Ensure the conversion of bonds into stocks or execution of warrants must satisfy the condition on holding rate of foreign investors specified by law.

2. Bond private placement dossiers: 

According to regulations, bond-issuing corporations shall prepare bond private placement dossiers to serve private placement and trading of bonds and payment of bond principals and interests. A dossier must comprise:

•  A bond issuance plan specified in Clause 1, Article 13 of Decree 153/2020/ND-CP;
• Documents proving the satisfaction of the conditions for private placement of bonds specified in Articles 9 and 10 of Decree 153/2020/ND-CP;
• A document on disclosure of information on bond private placement as specified in this Decree and guided by the Ministry of Finance;
• Contracts signed between the bond-issuing corporation and private placement-related service providers, including:
  • Contract signed with the institution providing counseling on private placement dossiers;
  • Contract signed with the institution engaged in bond issuance bidding, underwriting or agency as suitable to the private placement method specified in Article 14 of Decree 153/2020/ND-CP, unless credit institutions directly sell bonds to bond investors;
  • Contract signed with a bondholder’s representative in accordance with the law on securities (if any) to supervise the bond-issuing corporation’s fulfillment of its commitments. In case of private placement of bonds to an individual professional securities investor, a private placement dossier must contain a contract signed with a bondholder’s representative as specified in Clause 7, Article 14 of Decree 153/2020/ND-CP and the law on securities;
  • Contract signed with the collateral management agent, for secured bonds (if any);
  • Contracts signed with other organizations related to the private placement (if any).
• Regular reports on the use of proceeds from the bond issuance, for outstanding bonds, as specified at Point c, Clause 2, Article 21 of Decree 153/2020/ND-CP.
• Result of credit rating of the bond-issuing corporation, for bond-issuing corporations subject to credit rating, and the time of credit rating as specified in Clause 2, Article 19 and Clause 3, Article 310 of Decree No. 155/2020/ND-CP.
• A decision on approval of the bond issuance plan;
• A written approval of a competent state management agency as specified in specialized laws (if any);
• A written certification by the commercial bank or foreign bank branch stating that the bond-issuing corporation opens an account for receiving payments for inconvertible bonds not linked with warrants or opens an escrow account for receiving payments for convertible bonds or warrant-linked bonds of the private placement. In case the bond-issuing corporation is a commercial bank, it shall issue a written self-certification stating its full receipt of proceeds from the bond issuance;
• For private placement of convertible bonds or warrant-linked bonds of public companies, securities companies and securities investment fund management companies, in addition to the documents specified at Points a, b, c, d, dd, e, g, h and i of this Clause, a private placement dossier must also comprise:
  • A written registration for private placement, made according to the form provided in Appendix I to Decree 153/2020/ND-CP.
  • A copy of the decision of the Shareholders’ General Meeting/Board of Directors approving the private placement dossier.
  • The bond-issuing corporation’s commitment on non-violation of the Law on Enterprises’ provisions on cross-ownership at the time of conversion of bonds into stocks and the time of exercise of warrant rights.
  • For secured bonds, in addition to the documents specified at Points a, b, c, d, dd, e, g, h, i and k of this Clause, a private placement dossier must also comprise a document on the legal status of collateral, a document on valuation of collateral issued by an organization with the function of price appraisal, a document on the registration of security interests in accordance with the regulations on registration of security interests, and documents and information on the order of payment for bondholders upon disposal of collateral for debt payment.
  • A written certification of bond purchasers as specified at Point d, Clause 2, Article 8 of this Decree.
  • A written certification issued by the institution engaged in bond issuance bidding, underwriting or agency stating that proceeds from the private placement have been transferred to the bond-issuing corporation’s account for receiving payments for bonds. In case the bond-issuing corporation is a commercial bank, it shall issue a written self-certification stating its full receipt of proceeds from the bond issuance.
  • Other documents related to the private placement (if any).

3. Process of bond private placement in the domestic market (Article 11 of Decree 153/2020/ND-CP, amended and supplemented under Decree 65/2022/ND-CP):

3.1. For private placement of inconvertible bonds not linked with warrants of public companies and companies other than public companies; convertible bonds or warrant-linked bonds of companies other than public companies (excluding securities companies and securities investment fund management companies):

• Corporations shall prepare a bond private placement dossier under Article 12 of Decree 153/2020/ND-CP.
• Corporations shall disclose information prior to the bond private placement under Article 19 of Decree 153/2020/ND-CP.
• Corporations shall organize bond private placement by a method specified in Article 14 of Decree 153/2020/ND-CP. Corporations shall complete the bond distribution within 30 days from the date of information disclosure prior to the private placement.
• Bond-issuing corporations shall register and deposit bonds under Article 15 of Decree 153/2020/ND-CP.

3.2. For private placement of convertible bonds or warrant-linked bonds of public companies, securities companies and securities investment fund management companies:

• Corporations shall prepare a bond private placement dossier under Article 12 of Decree 153/2020/ND-CP.
• Corporations shall send 1 bond private placement dossier to the State Securities Commission of Vietnam. Within 10 days after receiving a complete and valid dossier, the State Securities Commission of Vietnam shall give a written approval. In case of disapproval, the State Securities Commission of Vietnam shall give a written reply, clearly stating the reason.
• After obtaining the State Securities Commission of Vietnam’s written approval, corporations shall disclose information prior to the bond private placement and organize the bond issuance under Points b and c, Clause 1, Article 11 of Decree No. 153/2020/ND-CP.

Proceeds from the bond private placement shall be transferred to an escrow account opened at a bank or foreign bank branch. 

• The opening and use of an escrow account must comply with provisions on private placement and issuance of securities and public bids of Decree 153/2020/ND-CP detailing a number of articles of the Law on Securities.
• Within 10 days after a bond private placement is completed, a corporation shall send a report on bond private placement results, made according to the form provided in Appendix III to Decree 153/2020/ND-CP, enclosed with a written certification of the bank or foreign bank branch where an escrow account is opened of proceeds from the bond private placement to the State Securities Commission of Vietnam.

Within 3 working days after receiving such a report, the State Securities Commission of Vietnam shall notify the bond-issuing corporation of receipt of the report and concurrently post the received report on its website.

• After the State Securities Commission of Vietnam notifies the bond-issuing corporation of receipt of the report on bond private placement results, the latter may release proceeds from the bond private placement.
• Bond-issuing corporations shall register and deposit bonds.

Note: Corporations shall pay bond principals and interests and comply with the information disclosure regime specified in Sections 3 and 4, Chapter II of Decree 153/2020/ND-CP.

4. New provisions in the draft Decree amending Decree 65/2022/ND-CP:

Starting from the consideration of options to solve the current difficulties of the corporate bond market in Vietnam, while ensuring the orientation for the sustainable and long-term development of Vietnam’s bond market, financial market and economy, the draft Decree amending Decree 65/2022/ND-CP introduces amendments and supplements, including 03 groups of regulations as follows:

4.1. Extending the application period of a number of regulations in Decree 65/2022/ND-CP from January 1, 2024, specifically regulations related to:

• The identification of individual professional securities investor specified at Point d, Clause 1, Article 8 of Decree No. 153/2020/ND-CP, which was amended under Clause 6, Article 1.
• Provisions on bond distribution period of each private placement specified in Clause 7, Clause 8, Article 1.
• Provisions on result of credit rating of the bond-issuing corporation specified at Point e, Clause 2, Article 12 of Decree No. 153/2020/ND-CP, amended under Clause 9 Article 1.

4.2. Allowing issuing corporations to change terms, swap issued bonds if they meet the conditions for adjustment, change of conditions and terms of bonds in Article 5 of Decree 153/2020/ND- CP, specifically if the corporations fully satisfy the following conditions:

• Obtaining internal approval of the corporations’ competent authorities 
• Obtaining approval of bondholders representing at least 65% of total bonds of the same type in circulation. 

Note: Currently, Decree 65/2022/ND-CP does not allow to change the term of issued bonds.

4.3. Allowing issuing corporations and bondholders to reach an agreement on conversion of matured bond interests and principals to loans or other assets.

Note: Decree 65/2022/ND-CP has not yet specified this issue.

Part 2: Corporate bonds issued to the public (Bonds issued to the public)

Currently, bonds of the bond market in Vietnam are mainly privately placed bonds while few are issued to the public. From our point of view, it may stem from the fact that the process, conditions and dossiers of private placement of bonds in the previous stage have less to-be-met conditions and are less stringent than those of the public issuance of bonds.

1. Conditions for issuance of bonds to the public: (Article 19 of Decree 155/2020/ND-CP and the Law on Securities 2019)

1.1. Conditions for public offering of bonds other than convertible bonds and bonds accompanied with warrants by public companies

• The enterprise’s charter capital contributed at the time of offering registration is at least VND 30 billion accounted according to the book value;
• The enterprise’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the enterprise has no accrued loss up to the year of offering registration and has no payable debt which has been overdue for more than 1 year;
• The enterprise has an issuance plan and a plan on use and repayment of capital generated from the offering approved by the Shareholders’ General Meeting, Board of Directors, Members’ Council or its owner;
• The enterprise commits to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions;
• There is a securities company consulting on its dossier for registration of public offering of bonds, unless the issuing institution is a securities company itself;
• The issuing institution is not being examined for penal liability or has never been sentenced for a crime infringing upon the economic management order but its criminal record has not been wiped out yet;
• The enterprise has obtained results of credit rating of issuing institutions under the Government’s regulations, for cases subject to credit rating and time of application of credit rating; 
• The issuing institution must open an escrow account to receive payments for offered bonds;
• The issuing institution commits and is obliged to list bonds in a securities trading system after the offering is completed.

Note: Issuing institutions or bonds registered for offering must be rated by a credit rating agency granted a certificate of eligibility for business by the Ministry of Finance in the following cases:

• The total value of bonds according to the par value mobilized in each 12 months is greater than VND 500 billion and greater than 50% of the owner’s equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing institution has to announce its examined biannual financial statement) by the accredited audit firm; or
• The total outstanding debt of bonds according to the par value up to the time of offering registration is greater than 100% of the owner’s equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing institution has to announce its examined biannual financial statement) by the accredited audit firm.

1.2. Conditions for public offering of convertible bonds and bonds accompanied with warrants by public companies

• The enterprise has an issuance plan and a plan on use of capital generated from the offering of convertible bonds and bonds accompanied with warrants approved by the Shareholders’ General Meeting;
• There is a securities company consulting on its dossier for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing institution is a securities company itself.
• The enterprise commits and is obliged to list bonds in a securities trading system after the offering is completed.
• The issuing institution must open an escrow account to receive payments for offered convertible bonds and bonds accompanied with warrants.
• The total value of convertible bonds and bonds accompanied with warrants calculated according to the par value is not greater than the total value of outstanding stocks calculated according to the par value, unless there is an issuance underwriting with a commitment to buy all convertible bonds and bonds accompanied with warrants for resale or purchase of the remaining convertible bonds and bonds accompanied with warrants that have not yet been fully distributed.
• For the public offering for the purpose of raising capital to implement projects of the issuing institution, the number of convertible bonds and bonds accompanied with warrants to be sold must be at least 70% of the convertible bonds and bonds accompanied with warrants expected to be offered for sale to implement projects. The issuing institution must have a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.
• The enterprise’s charter capital contributed at the time of offering registration is at least VND 30 billion accounted according to the book value;
• The issuing institution is not being examined for penal liability or has never been sentenced for a crime infringing upon the economic management order but its criminal record has not been wiped out yet;
• The enterprise’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the enterprise has no accrued loss up to the year of offering registration;
• The enterprise commits to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

2. Dossier for public offering of bonds: (Article 20 of Decree 155/2020/ND-CP)

2.1. Dossier for public offering of bonds other than convertible bonds or bonds accompanied with warrants:

• A written registration of offering, made according to the Form No. 07 provided in the Appendix to the Decree 155/2020/ND-CP.
• A prospectus as prescribed in Article 19 of the Law on Securities.
• A decision of the Shareholders’ General Meeting or Board of Directors or Members’ Council or the company’s owner approving an issuance plan and a plan on use and repayment of capital generated from the public offering of bonds, and approving the listing of bonds in a securities trading system, in which:
  • An issuance plan must clearly state types of bonds to be offered, quantity of bonds of each type to be offered, bond interest rates or principles for determining bond interest rates; bond maturities;
  • In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.
• Financial statements of the issuing institution for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which: If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing institution completes the dossier later than 90 days after the last day of an annual accounting period, it must submit additionally the latest audited annual financial statement.
• A contract with a securities company on provision of consultancy on dossier of registration of public offering of bonds, unless the issuing institution is a securities company itself.
• An issuance underwriting commitment (if any), including at least contents according to the Form No. 08 provided in Appendix to the Decree 155/2020/ND-CP. In the case where an issuance-underwriting combination is available, the issuance underwriting commitment of the principal issuance-underwriting institution must be enclosed with a contract among issuance-underwriting institutions. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.
• Report on the results of credit rating for the issuing institution or for the bonds registered for offering within 12 months until the date of submission of the dossier of offering registration (if any).
• A written commitment of the Board of Directors or Chairperson of the Members’ Council or the President of the company on the implementation of listing bonds in the securities trading system after ending the offering.
• A decision of the Board of Directors or Members’ Council or the owner of the company on approving the dossier for registration of public offering of bonds. With regard to the public offering of bonds by a credit institution, the dossier must contain a written approval from the State Bank of Vietnam on the plan to issue bonds to the public in accordance with the law on credit institutions.
• The charter of the issuing institution;
• A commitment to perform the issuing institution’s obligations toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions;
• A written certification by a bank or foreign bank branch of the opening of an escrow account for receiving payments for offered bonds;
• A written commitment that the issuing institution is not being examined for penal liability or has never been sentenced for a crime infringing upon the economic management order but its criminal record has not been wiped out yet;

2.2. Dossier of registration for public offering of convertible bonds or bonds accompanied with warrants by public companies:

• A written registration of offering, made according to the Form No. 07 provided in the Appendix to the Decree 155/2020/ND-CP.
• A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use and repayment of capital generated from the public offering of bonds, and approving the listing of bonds in a securities trading system, in which:
  • An issuance plan must clearly state types of bonds, quantity of bonds of each type, bond interest rates or principles for determining bond interest rates; bond maturities; conversion plan of bonds (conditions, term, rate or method of calculating convertible price, the repayment of capital in case of no conversion of bonds, approval or authorization to the Board of Directors to approve the plan to ensure that the stock issuance for conversion meets the regulations on foreign holding rate, and other terms); plan for exercising the warrant’s rights (conditions, term, rate of exercise of rights; price or method of calculation of issuing price; repayment of capital; approval or authorization to the Board of Directors to approve a plan to ensure that the stock issuance to exercise the rights meets the regulations on foreign holding rate; and other terms). In the case where the convertible price or issuing price of stocks in order to exercise the rights is lower than the par value, the conversion and exercise of rights can only be performed when the issuing institution has enough capital surplus to offset the negative surplus arising from the issuance of stocks at a price lower than their par value;
  • The plan on use of capital raised through the offering of convertible bonds and bonds accompanied with warrants; the proposed plan on use of proceeds from the stock issuance to exercise warrants’ rights. A plan on use of proceeds from the bond issuance must clearly define the successful offering rate for the project implementation purpose of at least 70% of the total number of bonds to be offered for sale to implement the projects. A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.
• A contract with a securities company on provision of consultancy on dossiers for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing institution is a securities company.
• Other documents related to the conversion into stocks (if any).
• A written commitment of the Board of Directors on the implementation of listing of bonds in the securities trading system after ending the offering.
• A decision of the Board of Directors on approving the dossier of offering registration. With regard to the public offering of convertible bonds and bonds accompanied with warrants by a credit institution, the dossier must contain a written approval from the State Bank of Vietnam on the plan to issue bonds to the public in accordance with the law on credit institutions.
• The charter of the issuing institution;
• A written certification by a bank or foreign bank branch of the opening of an escrow account for receiving payments for offered stocks;
• Report on the use of capital obtained from the latest offering that is audited for 2 years up to the time of dossier submission, unless the audited financial statement has detailed explanations on the use of the capital raised from the latest offering.
• A commitment to perform the issuing institution’s obligations toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions;
• A prospectus as prescribed in Article 19 of the Law on Securities.
• Financial statements of the issuing institution for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which: If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing institution completes the dossier later than 90 days after the last day of an annual accounting period, it must submit additionally the latest audited annual financial statement.
• An issuance underwriting commitment (if any), including at least contents according to the Form No. 08 provided in Appendix to this Decree. In the case where an issuance-underwriting combination is available, the issuance underwriting commitment of the principal issuance-underwriting institution must be enclosed with a contract among issuance-underwriting institutions. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.
• A written commitment that the issuing institution is not being examined for penal liability or has never been sentenced for a crime infringing upon the economic management order but its criminal record has not been wiped out yet.

3. Order of public offering of bonds:

1. The issuing institution shall send the dossier for registration of public offering of bonds to the State Securities Commission.
2. The issuing institution is obliged to amend and supplement the dossier for registration of public offering of bonds in accordance with Article 22 of the Law on Securities and Decree 155/2020/ND-CP.
3. Within 07 working days after receiving a notice from the State Securities Commission on requesting to complete the procedures for issuance of the certificate of registration for public offering of bonds, the issuing institution shall send 06 official prospectuses to the State Securities Commission for completion of procedures for issuing the certificate of registration for public offering of bonds.
4. The State Securities Commission shall issue the certificate of registration for public offering of bonds or refuse it in accordance with Article 25 of the Law on Securities.
5. Within 07 working days from the effective date of the certificate of registration for public offering of bonds, the issuing institution must publish an issuance announcement on an online newspaper or a printed newspaper for 03 consecutive issues according to Clause 3, Article 25 of the Law on Securities and make information disclosure on websites of the issuing institution and the Stock Exchange. The official prospectus must be simultaneously published on websites of the issuing institution and the Stock Exchange.
6. The issuing institution shall distribute bonds in accordance with Article 26 of the Law on Securities.
7. Within 10 days after ending the offering, the issuing institution or the issuance-underwriting institution must send a report on the offering results, accompanied with a written certification by a bank or foreign bank branch where the escrow account is opened of the proceeds from the offering, to the State Securities Commission as prescribed in Clause 5, Article 26 of the Law on Securities and disclose such offering results on websites of the issuing institution and the Stock Exchange.
8. Within 03 working days after receiving valid and complete documents reporting results of the offering, the State Securities Commission shall be responsible for:

• • Sending a written notice to the issuing institution on the receipt of report on results of the offering or issuing a decision on cancellation of the public offering of securities in cases where the results of the public offering of securities by the issuing institution fall into the cases specified at Points b and c, Clause 1, Article 28 of the Law on Securities; at the same time, send it to the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation;
  • Publishing information on the receipt of results of the public offering or a decision on cancellation of the public offering of securities on the State Securities Commission’s website.

9. After receiving a notice on the receipt of report on results of the public offering by the State Securities Commission, the issuing institution may request to cancel the blockage of proceeds from the offering.

It is expected that the contents stated in this article can help enterprises and investors get deeper insight into the two types of bonds (privately placed bonds and bonds issued to the public), thereby:

• The issuing institution may know and fully comply with the statutory requirements on conditions, order and dossiers of these two forms of issuance;
• Investors (individuals and organizations) may better understand the regulations on these two forms of issuance and have accurate judgments for their investment selection.

We hope that the corporate bond market in particular and the Vietnamese financial market in general will develop in a sustainable manner.

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