CIRCULAR 30/2023/TT-BTC

May 17, 2023

Guiding the registration, depository of, exercise of rights, transfer of ownership rights to, payment for, and organization of the market for trading of, privately placed corporate bonds in the domestic market

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

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

Pursuant to the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 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;

Pursuant to the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing a number of articles of the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 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;

Pursuant to the Government’s Decree No. 08/2023/ND-CP dated March 05, 2023, amending, supplementing, and ceasing the effect of, a number of articles of the Decrees 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;

Pursuant to the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on detailing and guiding the implementation of a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 14/2023/ND-CP dated April 20, 2023, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairperson of the State Securities Commission;

The Minister of Finance promulgates the Circular guiding
the registration, depository of, exercise of rights, transfer of ownership rights to, payment for, and organization of the market for trading of, privately placed corporate bonds in the domestic market.

Chapter I. GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular provides for guidance on registration, depository of, exercise of rights, transfer of ownership rights to, payment for, and organization of the market for trading of, privately placed corporate bonds in the domestic market (hereinafter referred to as privately placed corporate bonds) that are issued from the effective date of the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 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 (hereinafter referred to as Decree No. 153/2020/ND-CP).

2. The depository and trading of privately placed corporate bonds issued before the effective date of Decree No. 153/2020/ND-CP with remaining outstanding shall continue to comply with the bond issuance plan approved or accepted.

Article 2. Subjects of application

1. Enterprises issuing privately placed corporate bonds from the effective date of Decree No. 153/2020/ND-CP.

2. Members of the Vietnam Exchange, depository members, organizations directly opening accounts except for the organizations directly opening accounts specified at Point b Clause 1 Article 165 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on detailing and guiding the implementation of a number of articles of the Law on Securities (hereinafter referred to as Decree No. 155/2020/ND-CP).

3. Vietnam Exchange, Hanoi Stock Exchange.

4. Vietnam Securities Depository and Clearing Corporation.

5. Payment banks.

6. Privately placed corporate bond investors.

7. Other agencies, organizations and individuals engaged in the registration, depository of, exercise of rights, transfer of ownership rights to, trading of and payment for privately placed corporate bonds.

Article 3. Interpretation of terms

1. Privately placed corporate bond trading system means a system of physical facilities, technical and technological infrastructure organized by Hanoi Stock Exchange in service of privately placed corporate bond trading.

2. Privately placed corporate bond payment system means a system of physical facilities, technical and technological infrastructure organized by the Vietnam Securities Depository and Clearing Corporation and payment banks with the participation of relevant parties to serve the payment of privately placed corporate bonds.

3. Instant payment by transaction is a payment method in which the transfer of privately placed corporate bonds in the system of the Vietnam Securities Depository and Clearing Corporation and the payment by transaction at a payment bank are concurrently conducted as soon as the buyer has sufficient money and the seller has sufficient privately placed corporate bonds in their accounts.

4. Exercise price means the price of a bond used to determine the payment amount of the transaction.

5. A normal trading transaction is a transaction in the privately placed corporate bond trading system in which a seller transfers ownership of bonds to a buyer and does not make commitment to redeem the bonds.

Article 4. Principles for registration, depository of, exercise of rights, transfer of ownership rights to, payment for, and organization of the market for trading of, privately placed corporate bonds

1. Privately placed corporate bonds must be registered and deposited at the Vietnam Securities Depository and Clearing Corporation in accordance with Clause 12 Article 1, Point c Clause 3 and Clause 5 Article 3 of the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing a number of articles of the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 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 (hereinafter referred to as Decree No. 65/2022/ND-CP).

2. Bond-issuing corporations having their privately placed corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation shall be responsible for providing the Vietnam Securities Depository and Clearing Corporation with necessary information and documents on exercise of rights as specified in Law on Securities and other relevant laws in a timely and accurate manner. Bond-issuing corporations, the Vietnam Securities Depository and Clearing Corporation, and depository members shall be responsible for exercising the rights for the holders of privately placed corporate bonds that have been registered at the Vietnam Securities Depository and Clearing Corporation in accordance with Law on Securities and other relevant laws. Bond-issuing corporations, depository members and the Vietnam Securities Depository and Clearing Corporation shall be responsible for damage caused to the holders of privately placed corporate bonds due to non-compliance with law regulations. 

3. The transfer of ownership rights over privately placed corporate bonds that have been registered in the Vietnam Securities Depository and Clearing Corporation shall comply with Law on Enterprises, Law on Securities, Decree No. 153/2020/ND-CP, Decree No. 65/2022/ND-CP, Decree No. 155/2020/ND-CP, this Circular and relevant law regulations.

4. Bond-issuing corporations must register the trading of privately placed corporate bonds that have been issued in the privately placed corporate bond trading system in accordance with Clause 13 Article 1 of Decree No. 65/2022/ND-CP and this Circular.

5. Bond purchasers shall comply with Clause 6 Article 1 of Decree No. 65/2022/ND-CP, Clause 1 Article 3 of the Government’s Decree No. 08/2023/ND-CP dated March 05, 2023, amending, supplementing, and ceasing the effect of, a number of articles of the Decrees 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 (hereinafter referred to as Decree No. 08/2023/ND-CP).

6. Securities companies being trading members shall be responsible for identifying the professional securities investor status, ensuring that the investors are subjects eligible for bond purchase specified in Clauses 6 and 13 Article 1 of Decree No. 65/2022/ND-CP and Clause 1 Article 3 of Decree No. 08/2023/ND-CP and signing in the written certification issued by the investors prior to the latter’s bond purchase, made according the form provided in Appendix V to the Decree No. 65/2022/ND-CP before entering orders into the privately placed corporate bond trading system.

7. Depository members shall be responsible for identifying the professional securities investor status in accordance with law, ensuring that the investors are subjects eligible for bond purchase specified in Clauses 6 and 13 Article 1 of Decree No. 65/2022/ND-CP and Clause 1 Article 3 of Decree No. 08/2023/ND-CP before sending requests for transfer of ownership rights to the Vietnam Securities Depository and Clearing Corporation, for cases of transfer of ownership rights via Stock Exchanges’ trading systems.

8. The payment for transactions in the privately placed corporate bond trading system shall be made via the privately placed corporate bond payment system according to the method of instant payment by transaction, the central clearing partner mechanism shall not apply.

Article 5. Responsibility of supervision

1. Trading members and depository members shall supervise the investors opening their accounts at the members in the compliance with the status and responsibilities of investors upon participation in trading of, payment for, and transfer of ownership rights over, of privately placed corporate bonds in accordance with Decree No. 65/2022/ND-CP, Decree No. 08/2023/ND-CP, this Circular and other relevant law.

2. Stock Exchanges shall supervise the trading of privately placed corporate bonds in the privately placed corporate bond trading system in accordance with Clause 2 Article 38 of Decree No. 153/2020/ND-CP and this Circular. The Vietnam Exchange shall promulgate a regulation to implement the task of privately placed corporate bond trading supervision. In case of detecting violations in trading of privately placed corporate bonds, Stock Exchanges shall request in writing bond-issuing corporations and relevant individuals, organizations to give explanations, provide additional information or report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

3. The Vietnam Securities Depository and Clearing Corporation shall supervise bond-issuing corporations and depository members in compliance with this Circular, regulations of the Vietnam Securities Depository and Clearing Corporation related to activities of registration, depository of, exercise of rights, transfer of ownership rights to, and payment for, privately placed corporate bonds in accordance with Clause 28 Article 1 of the Decree No. 65/2022/ND-CP. In case of detecting violations in the registration, depository of, exercise of rights, transfer of ownership rights to, or payment for, privately placed corporate bonds, the Vietnam Securities Depository and Clearing Corporation shall request in writing relevant individuals, organizations to give explanations, provide additional information or report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

4. Based on the management and supervision of securities business activities of securities companies, supervision reports of Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation, reports of representatives of bondholders, the State Securities Commission of Vietnam shall receive and handle violations related to the trading of privately placed corporate bonds in  in accordance with Clause 29 Article 1 of Decree No. 65/2022/ND-CP.

Chapter II. REGISTRATION, DEPOSITORY, EXERCISE OF RIGHTS AND TRANSFER OF OWNERSHIP RIGHTS

Article 6. Registration, deregistration and management of information on privately placed corporate bonds

1. Bond-issuing corporations must register the information on privately placed corporate bonds specified in Appendix I to this Circular with the Vietnam Securities Depository and Clearing Corporation, to be specific:

a) Information about corporation;

b) Information about privately placed corporate bonds;

c) Information about privately placed corporate bond owners.

2. Bond-issuing corporations must update the Vietnam Securities Depository and Clearing Corporation on adjusted information when there is a change in the information that has been registered with the Vietnam Securities Depository and Clearing Corporation.

3. The Vietnam Securities Depository and Clearing Corporation shall adjust the information about the number of bonds owned by the investors in the following cases:

a) Bond-issuing corporations made errors in updating transfer information in the register of bondholders that has been registered with the Vietnam Securities Depository and Clearing Corporation, for transactions in which the transfer has been carried out before the time of closing the list of bondholders for bond registration and the transfer of ownership rights has been confirmed under law;

b) Bond-issuing corporations wrongly entered information on the number of bonds of holders in the process of making the register of bondholders;

c) There are changes in bondholders’ identity information or mistakes in the process of updating the Vietnam Securities Depository and Clearing Corporation on the identity information about bondholders by bond-issuing corporations, depository members.

4. Bond-issuing corporations shall be responsible for the truthfulness, accuracy, completeness and timeliness of their information specified in Clauses 1 and 3 of this Article.

5. Privately placed corporate bonds shall be registered at the Vietnam Securities Depository and Clearing Corporation in the form of book entries or e-data.

6. The Vietnam Securities Depository and Clearing Corporation shall implement the deregistration of privately placed corporate bonds for cases of bonds subject to trading deregistration specified in Clause 13 Article 1 of Decree No. 65/2022/ND-CP.

7. The Vietnam Securities Depository and Clearing Corporation shall adjust the number of privately placed corporate bonds in cases bond-issuing corporations prematurely redeem, swap or convert privately placed corporate bonds partly or the bond-issuing corporations change the term of bonds but there arise some cases in which the bondholders do not accept the change, resulting in the bond-issuing corporations having to make payment of bond principals and interests to the bondholders under the announced issuance plan in accordance with Article 2 of Decree No. 08/2023/ND-CP.

8. Registration, deregistration and adjustment of registration amount of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation shall comply with Clause 12 Article 1 of Decree No. 65/2022/ND-CP, this Circular, relevant regulations in the Minister of Finance’s Circular No. 119/2020/TT-BTC on regulations for registration, depository, clearing and payment of securities (hereinafter referred to as Circular No. 119/2020/TT-BTC) and Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 7. Depository of privately placed corporate bonds

1. Investors shall open depository accounts in depository members for depository of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation in accordance with Articles 13, 14, 17 and 18 of Circular No. 119/2020/TT-BTC. If an investor has a securities depository account in a depository member, the investor shall register the information with the depository member to use such account for depository of privately placed corporate bonds.

2. Depository members and organizations directly opening accounts shall open depository accounts at the Vietnam Securities Depository and Clearing Corporation in accordance with Articles 14 and 15 of Circular No. 119/2020/TT-BTC.

3. In cases the investors wish to conduct the trading in the privately placed corporate bond trading system, depository members must register with the Vietnam Securities Depository and Clearing Corporation the information about investors’ depository accounts updated under Circular No. 119/2020/TT-BTC and additional information prescribed in Appendix II issued together with this Circular. Depository members shall be responsible for the truthfulness, accuracy, completeness and timeliness of their information registered with or provided to the Vietnam Securities Depository and Clearing Corporation. The Vietnam Securities Depository and Clearing Corporation has the right to refuse the registration of information about depository accounts in case depository members fails to fully provide the information about investors as specified. On a daily basis, the Vietnam Securities Depository and Clearing Corporation shall make and send a list of accounts of investors registering the trading of privately placed corporate bonds to Hanoi Stock Exchange after depository members, organizations directly opening accounts complete the registration, deregistration of information of the depository accounts at the Vietnam Securities Depository and Clearing Corporation in order that the investors may conduct the trading of privately placed corporate bonds on next trading day.

4. The registration or refusal of registration of information about depository accounts of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation shall comply with the Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

5. Deposit, withdrawal, transfer, blockade and release of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation shall comply with Clause 12 Article 1 of Decree No. 65/2022/ND-CP, Chapter III of Circular No. 119/2020/TT-BTC and Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 8. Exercise of rights of privately placed corporate bond holders

1. Cases of exercise of rights to privately placed corporate bonds include:

a) Collection of bondholders’ opinions;

b) Payment of bond principals and interests;

c) Conversion of convertible bonds;

d) Swap of bonds;

dd) Premature redemption of bonds;

e) Other rights specified by law.

2. In case bond-issuing corporations make payment of bond principals and interests upon maturity to the bondholders by other properties under Article 1 of Decree No. 08/2023/ND-CP:

a) For the property used for payment being securities that have been registered at the Vietnam Securities Depository and Clearing Corporation, the transfer of ownership rights to securities shall comply with Circular No. 119/2020/TT-BTC;

b) For the property used for payment not being securities that have been registered at the Vietnam Securities Depository and Clearing Corporation, the payment shall be made at bond-issuing corporations. Bond-issuing corporations shall take full responsibility for making payment to bondholders in accordance with law.

3. In case bond-issuing corporations change bond conditions and terms or pay the bondholders matured bond principals and interests with other properties under Articles 1 and 2 of Decree No. 08/2023/ND-CP, leading to the payment of bond principals and interests in cash to all the bondholders failing to be made according to the bond conditions and terms previously registered with the Vietnam Securities Depository and Clearing Corporation, the bond-issuing corporations shall make the payment by themselves to all bondholders. Bond-issuing corporations shall take full responsibility for making payment to bondholders in accordance with law.

4. Bond-issuing corporations must notify to the Vietnam Securities Depository and Clearing Corporation of its use of other properties for making payment of bond principals and interests to the bondholders and their change in bond conditions and terms specified in Clauses 2 and 3 of this Article at least 05 working days before the date of payment of bond principals and interests and shall take full responsibility for their failure to notify or to timely notify to the Vietnam Securities Depository and Clearing Corporation.

5. The exercise of rights of holders of privately placed corporate bonds that have been registered at the Vietnam Securities Depository and Clearing Corporation shall comply with this Circular, Articles 8, 9 and 10 of Circular No. 119/2020/TT-BTC and Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 9. Transfer of ownership rights to privately placed corporate bonds

1. The Vietnam Securities Depository and Clearing Corporation shall transfer the ownership rights to privately placed corporate bonds for cases specified at Point a Clause 4 Article 15 of Decree No. 153/2020/ND-CP, amended and supplemented in Clause 12 Article 1 of Decree No. 65/2022/ND-CP and Clause 2 of this Article.

2. The Vietnam Securities Depository and Clearing Corporation shall transfer the ownership rights to privately placed corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation without via the privately placed corporate bond trading system for the following cases:

a) Donation, inheritance of privately placed corporate bonds under Civil Code;

b) Division, splitting, consolidation, merger of enterprises; reorganization of public non-business units; dissolution of enterprises, dissolution of business households under Law on Enterprises and other relevant laws;

c) Transfer of ownership rights according to a court’s judgment or decision, arbitral award or decision of civil judgment enforcement agency;

d) Transfer of ownership rights due to the realization of collateral being privately placed corporate bonds that have been registered at the Vietnam Securities Depository and Clearing Corporation and under blockade as specified at Point c Clause 1 Article 23 of Circular 119/2020/TT-BTC;

dd) Transfer of ownership rights to privately placed corporate bonds due to division of spousal common property during the marital period under the Law on Marriage and Family;

e) Transfer of ownership rights to privately placed corporate bonds upon implementation of division, splitting, consolidation, merger or dissolution of securities investment funds; establishment or increase in charter capital of private securities investment companies; increase or decrease in charter capital of member funds; funds paying by privately placed corporate bonds in redemption and resale activities of open-end funds;

g) Transfer of ownership rights to privately placed corporate bonds arising in cases where the bond-issuing corporations comply with Article 1 of Decree No. 08/2023/ND-CP.

3. The transferor of ownership rights to privately placed corporate bonds must deposit privately placed corporate bonds before implementing the transfer of ownership rights for cases specified in Clause 2 of this Article, except for the following cases:

a) The transferor is missing, dead or residing abroad and cannot be contacted;

b) Transfer of ownership rights according to a court’s judgment or decision, arbitral award or decision of civil judgment enforcement agency;

c) Transfer of ownership rights due to division, splitting, consolidation or merger of enterprises, reorganization of public non-business units, dissolution of enterprises, dissolution of business households in which the transferor no longer exists due to the completion of procedures for such division, splitting, consolidation or merger of enterprises, reorganization of public non-business units, dissolution of enterprises, dissolution of business households.

4. Upon transfer of ownership rights to bonds, related parties must comply with Clause 4 Article 129 of the Law on Enterprises, Point c Clause 1, and Point c Clause 2 Article 31 of the Law on Securities, Clause 13 Article 1 of Decree No. 65/2022/ND-CP, other laws and Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Chapter V. TRADING ORGANIZATION

Article 10. Registration and deregistration of trading of privately placed corporate bonds

1. Dossiers, order, and procedures for registration of bond trading in the privately placed corporate bond trading system shall comply with Clause 3 Article 16 of Decree No. 153/2020/ND-CP, amended and supplemented in Clause 13 Article 1 of Decree No. 65/2022/ND-CP.

2. An enterprise established after consolidation, merger, change in its enterprise registration certificate must submit a dossier for change in information about bond trading registration organization to Hanoi Stock Exchange within 10 days from the date of receiving the new enterprise registration certificate. Upon change in bond conditions and terms as specified in Article 2 Decree No. 08/2023/ND-CP, bond-issuing corporations must update the changed information to Hanoi Stock Exchange in accordance with the Vietnam Exchange’s Regulation on the trading of privately placed corporate bonds.

3. Hanoi Stock Exchange shall adjust the number of bonds registered for trading in cases bond-issuing corporations prematurely redeem, swap or convert privately placed corporate bonds partly or the bond-issuing corporations change the term of bonds but there arise some cases in which the bondholders do not accept the change in the term of bonds, resulting in the bond-issuing corporations having to make payment of bond principals and interests to the bondholders under the announced issuance plan in accordance with Article 2 of Decree No. 08/2023/ND-CP.

4. Registration, deregistration of trading, adjustment of trading registration amount of privately placed corporate bonds shall comply with Clause 13 Article 1 of Decree No. 65/2022/ND-CP, this Circular and  the Vietnam Exchange’s Regulation on the trading of privately placed corporate bonds.

Article 11. Privately placed corporate bond trading members

1. Privately placed corporate bond trading members include trading members and special trading members approved by the Vietnam Exchange under law on securities.

a) Trading members being securities companies may carry out purchase or sale of privately placed corporate bonds for their own and for their clients. Conditions, dossiers, order and procedures for member registration, membership cancellation, and operation suspension for privately placed corporate bond trading members shall comply with regulations applicable to trading members specified in Decree No. 155/2020/ND-CP;

b) Special trading members are only allowed to carry out purchase or sale of privately placed corporate bonds for their own. Conditions, dossiers, order and procedures for member registration, membership cancellation, and operation suspension for special trading members shall comply with the Government’s regulations applicable to special trading members participating in debt instrument trading specified in Decree No. 155/2020/ND-CP;

2. Privately placed corporate bond trading members of the Vietnam Exchange shall:

a) Comply with Clause 6 Article 4 of this Circular before entering orders into the privately placed corporate bond trading system;

b) Ensure that they and their clients (for trading members) have sufficient money and bonds before trading, and examine the validity and legality of trading orders in accordance with law;

c) Ensure the accuracy and completeness of trading information in the privately placed corporate bond trading system;

d) Store and ensure the security of trading accounts and dossiers of their clients in accordance with law;

dd) Provide information related to their accounts and their clients’ accounts at the request of competent agencies;

e) Make periodical reports, extraordinary reports and on-demand reports in accordance with Clause 3 of this Article and the Vietnam Exchange’s Regulation on privately placed corporate bond trading members.

3. Reports of privately placed corporate bond trading members:

a) Privately placed corporate bond trading members shall make and send monthly, quarterly, semi-annual and annual reports to the Vietnam Exchange;

b) A privately placed corporate bond trading member must make and send a written extraordinary report to the Vietnam Exchange, Hanoi Stock Exchange within 24 hours from the time the member detects a transaction being one of prohibited acts in securities and securities market activities specified in Article 12 of Law on Securities and other cases prescribed by law;

c) In case of necessity to protect interests of investors, the State Securities Commission of Vietnam, Vietnam Exchange, Hanoi Stock Exchange may require privately placed corporate bond trading members to report on information about privately placed corporate bonds. Privately placed corporate bond trading members shall be responsible for reporting fully, accurately and promptly on the correct content within the time limit and in the form as required by the State Securities Commission of Vietnam, Vietnam Exchange, Hanoi Stock Exchange.

Article 12. Trading of privately placed corporate bonds

1. An investor must open a trading account in a trading member for trading of privately placed corporate bonds. Before purchasing the bonds, the investor must sign a written certification in accordance with Clause 6 Article 1 of Decree No. 65/2022/ND-CP, Clause 1 Article 3 of Decree No. 08/2023/ND-CP.

2. In case the investor have had a securities trading account opened in a trading member, the investor may use such securities trading account to conduct privately placed corporate bond trading. In case the investor opens a privately placed corporate bond depository account at a depository bank and opens a privately placed corporate bond trading account at a securities company, the investor may place an order to purchase privately placed corporate bonds and the securities company may execute the order to purchase privately placed corporate bonds when the depository bank provides a confirmation that the depository bank accepts the investor’s request for payment of privately placed corporate bonds.

3. Trading members must uniformly apply and publicize the form of receiving and handling their clients’ transactions at their head offices, branches and transaction bureaus. The trading results must be notified to their clients right after the transactions are performed according to the form agreed upon with the clients. Trading members must send bond and money account statements on a monthly basis or upon request by the clients.

4. The execution of clients’ trading orders must be taken priority by trading members over the latter’s bond dealing orders with the best possible exercise price. The best possible exerciseprice is the price requested by the clients or the price better than the latter.

5. After the trading of privately placed corporate bonds is  established and completed, Hanoi Stock Exchange shall be responsible for providing the information about trading results to the Vietnam Securities Depository and Clearing Corporation for implementation of payment for privately placed corporate bonds.

Article 13. Organization of privately placed corporate bond trading

1. The type of privately placed corporate bond trading is a normal trading transaction.

2. Hanoi Stock Exchange shall apply the method of agreement-based trading in the privately placed corporate bond trading system. The method of agreement-based trading in the privately placed corporate bond trading system shall be performed on the principle that the parties involved in the transaction reach agreement on the transaction contents by themselves. An agreement-based trading is established when the buyer or seller enters a trading order into the privately placed corporate bond trading system and the reciprocal party confirms the trading order.

3. Method of agreement-based trading includes:

a) Electronic agreement-based trading means a transaction in which a trading member enters an offering or bid order with a firm commitment into the system or selects appropriate reciprocal orders that have been entered into the system to execute the transaction;

b) Normal agreement-based trading means a transaction in which the buyer and seller reach an agreement on trading conditions in advance and report the results in the privately placed corporate bond trading system to make the transaction.

4. The trading of privately placed corporate bonds at Hanoi Stock Exchange shall comply with the Vietnam Exchange’s Regulation on privately placed corporate bond trading.

Article 14. Publicization of information about privately placed corporate bond trading at Stock Exchanges

Stock Exchanges shall be responsible publicizing the following information about privately placed corporate bond trading:

1. Information about privately placed corporate bond trading in the privately placed corporate bond trading system, including information on corporate bond codes registered for trading, information on total market trading volume, total market trading value.

2. Information on registration, deregistration of trading, change of trading registration information in the cases specified in Clause 2 Article 10 of this Circular, trading suspension, adjustment of trading registration amount.

3. Information on privately placed corporate bond trading members.

Chapter IV. PAYMENT FOR TRADING

Article 15. Organizations participating the privately placed corporate bond trading system

1. Organizations transferring privately placed corporate bonds in the depository account system at the Vietnam Securities Depository and Clearing Corporation include:

a) Depository members making payment for privately placed corporate bonds of themselves and their clients;

b) Organizations directly opening accounts making payment for their own privately placed corporate bonds.

2. Payment banks making payment for privately placed corporate bonds shall be commercial banks selected by the State Securities Commission of Vietnam in accordance with Article 69 of the Law on Securities and Articles 167 and 168 of Decree No. 155/2020/ND-CP. The payment of money shall be made in the deposit account system of payment banks according to the obligation to pay money determined by the Vietnam Securities Depository and Clearing Corporation and authorization of payment for privately placed corporate bonds given by depository members, organizations directly opening accounts to payment banks.

3. Depository members, organizations directly opening accounts participating in the privately placed corporate bond payment system must satisfy the requirements of the Vietnam Securities Depository and Clearing Corporation on system connection and professional process to perform the function of payment for privately placed corporate bonds.

4. Depository members, organizations directly opening accounts must conduct the system connection, ensure the process of depositing, withdrawing, transferring, matching the balance of payment for privately placed bonds of the payment banks to pay for privately placed corporate bonds.

5. Payment banks shall pay compensation to the Vietnam Securities Depository and Clearing Corporation, depository members, organizations directly opening accounts for expenses and damages arising in the case of failure to make payment for privately placed corporate bonds in accordance with regulations due to the paying banks’ faults.

6. Depository members, organizations directly opening accounts, payment banks shall carry out the reporting regime in accordance with Articles 41, 42 and 43 of the Circular No. 119/2020/TT-BTC and other related law regulations.

Article 16. Payment for privately placed corporate bonds

1. A depository member or an organization directly opening account must open an deposit account in the name of such depository member, organization directly opening account at a payment bank to make payment for privately placed corporate bonds for transactions of bond dealing, domestic brokerage and foreign brokerage. The payment bank shall be responsible for managing detailed information about deposit balance for privately placed corporate bond payment of an investor opening a depository account at a depository member according to the information provided by the depository member to ensure the correct payment of that investor’s transaction.

2. In case of a client opening a depository account at a depository member not being a trading member, orders shall be placed via trading members and the payment shall be made via depository members.

3. Based on the trading results provided by Hanoi Stock Exchange under Clause 5 Article 12 of this Circular, the Vietnam Securities Depository and Clearing Corporation shall check the validity of the trading, freeze the amount of sold bonds and notify the valid trading results to depository members, organizations directly opening accounts for confirmation of trading results. Based on the confirmation of depository members and organizations directly opening accounts, the Vietnam Securities Depository and Clearing Corporation shall determine the obligation to pay money and privately placed corporate bonds and send the information about the payment obligation to the relevant parties and payment banks.

4. The Vietnam Securities Depository and Clearing Corporation shall make payment for privately placed corporate bonds by the method of instant payment by transaction, the time of payment shall be in the trading day.

5. The payment for privately placed corporate bonds shall be made at payment banks on the basis of payment obligation notified by the Vietnam Securities Depository and Clearing Corporation.

6. The transfer of payment of privately placed corporate bonds shall be performed in the system of the Vietnam Securities Depository and Clearing Corporation on the principle that the transfer of privately placed corporate bonds among investors’ accounts at depository members, organizations directly opening accounts shall be carried out simultaneously with the money payment at payment banks.

7. Depository members in which investors open accounts shall make distribution of money and privately placed corporate bonds to the investors’ accounts right after the Vietnam Securities Depository and Clearing Corporation completes the transfer of payment of privately placed corporate bonds and payment banks complete the payment, and notify the distribution results to the Vietnam Securities Depository and Clearing Corporation within the time limit specified in the

Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

8. The Vietnam Securities Depository and Clearing Corporation shall guide in detail the payment in the privately placed corporate bond payment system in its Regulation on registration, depository and payment of privately placed corporate bonds.

Article 17. Comparison and confirmation of privately placed corporate bond trading

1. After receiving the trading results from Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation shall examine and eliminate the payment for invalid transactions in the following cases:

a) Transactions carried out by depository members, organizations directly opening accounts or clients of depository members after the Vietnam Securities Depository and Clearing Corporation notifies Hanoi Stock Exchange of
on the suspension of privately placed corporate bond payment of such organizations directly opening accounts, depository members;

b) Transactions carried out for privately placed corporate bond numbers that have not been registered in the system of the Vietnam Securities Depository and Clearing Corporation;

c) Transactions with invalid account numbers due to registration numbers of depository members, organizations directly opening accounts or trading account type characters not existing; transactions with the trading day different from the working day in the system of the Vietnam Securities Depository and Clearing Corporation;

d) Transactions with invalid information including: no trading session code, trading day different from the current date, no buying or selling order number, trading price or volume less than or equal to zero, no order confirmation;

dd) The transaction with a combination of four information of market code, trading board code, security code, and order confirmation number which are identical to a previously received transaction.

2. The Vietnam Securities Depository and Clearing Corporation shall be responsible for notifying the list of valid transactions to depository members, organizations directly opening accounts for comparison and confirmation.

Depository members, organizations directly opening accounts shall be responsible for comparing transaction details with the list of valid transactions and confirming them to the Vietnam Securities Depository and Clearing Corporation under the Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 18. Handling of errors after trading of privately placed corporate bonds

1. In case trading members, special trading members enter the wrong account numbers in the privately placed corporate bond trading system, the Vietnam Securities Depository and Clearing Corporation shall make adjustments to the correct bond dealing account numbers of trading members, the correct account numbers of special trading members for payment for transactions.

2. Except for cases specified in Clause 1 of this Article, the Vietnam Securities Depository and Clearing Corporation shall eliminate payment for error transactions of trading members, depository members, organizations directly opening accounts.

3. The Vietnam Securities Depository and Clearing Corporation shall be responsible for notifying Hanoi Stock Exchange of post-trading error handling transactions.

4. Post-trading error handling shall comply with the Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 19. Handling of cases of insolvency for trading of privately placed corporate bonds

1. The payment banks shall lend money to depository members, organizations directly opening accounts for payment for privately placed corporate bonds in case depository members, organizations directly opening accounts temporarily lose their solvency for privately placed corporate bonds on the basis of payment assistance agreement signed between the parties in conformity with the law on credit institutions and other relevant laws.

2. In cases the parties’ payment assistance agreement includes the regulations on using securities deposited at the Vietnam Securities Depository and Clearing Corporation as collateral for the loan, the Vietnam Securities Depository and Clearing Corporation shall freeze the securities at the payment banks’ request.

3. In cases of payment due date as specified, depository members, organizations directly opening accounts do not have enough money for the payment, the Vietnam Securities Depository and Clearing Corporation shall eliminate the payment.

4. Handling of unpayable transactions, collateral realization mechanism, time and order of payment for unpayable transactions shall comply with the Regulation on registration, depository and payment of privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Article 20. Elimination of payment for privately placed corporate bonds

1. The Vietnam Securities Depository and Clearing Corporation shall eliminate the payment for privately placed corporate bonds in the following cases:

a) Transactions specified in Clause 1 Article 17, Clause 2 Article 18, and Clause 3 Article 19 of this Circular;

b) Cases where investor account information has not been registered by depository members with the Vietnam Securities Depository and Clearing Corporation
before the time the Vietnam Securities Depository and Clearing Corporation receives the trading results from Hanoi Stock Exchange.

c) Transactions in which securities are not enough for payment;

d) Transaction in contravention of the law and other cases determined under competent agencies’ decisions before the Vietnam Securities Depository and Clearing Corporation completes the payment.

2. The Vietnam Securities Depository and Clearing Corporation shall be responsible for notifying Hanoi Stock Exchange and relevant organizations after elimination of payment for privately placed corporate bonds.

3. The party making an error leading to the payment elimination shall be fully responsible for any losses incurred by the relevant reciprocal member or client due to the unpaid transaction. Levels of compensation shall be agreed upon by the parties in accordance with current law.

4. Elimination of payment for privately placed corporate bonds shall comply with the Regulation on registration, depository and payment for privately placed corporate bonds of the Vietnam Securities Depository and Clearing Corporation.

Chapter V. IMPLEMENTATION PROVISIONS

Article 21. Implementation provisions

1. This Circular takes effect on July 01, 2023.

2. The Vietnam Exchange and the Vietnam Securities Depository and Clearing Corporation shall, based on regulations in this Circular, promulgate the regulations on guiding related professional activities.

3. Before the Vietnam Securities Depository and Clearing Corporation officially operates, the registration, depository of, exercise of rights to, payment for, transfer of ownership rights to, privately placed corporate bonds shall be carried out by the Vietnam Securities Depository.

4. In case legal documents referred to in this Circular are amended, supplemented or superseded, the amending, supplementing, superseding documents shall prevail.

5. Finance Department of banks and financial institutions, relevant units under the Ministry of Finance, State Securities Commission of Vietnam, Vietnam Exchange, Hanoi Stock Exchange, Vietnam Securities Depository and Clearing Corporation, members of the Vietnam Exchange, members of the Vietnam Securities Depository and Clearing Corporation, payment banks and relevant agencies, organizations and individuals shall implement this Circular./.
* All Appendices are not translated herein.