(Decree 90) to create a new legal framework for enterprises to raise capital through the issuance of bonds. This Decree is aimed at creating favorable conditions for enterprises to raise capital through issuing bonds, developing the corporate bond market in the direction of publicity, transparency and protection of interests of investors. private; Step by step expand the size of the corporate bond market, reducing the burden of raising funds for bank credit.

Corporate bonds are issued in two forms: publicly issued and issued separately. In particular, individual issuances are issued to less than 100 investors, not including professional stock investors and not using the media or the Internet. The Decree focuses on the issuance of corporate bonds in a separate form. The issuance of corporate bonds to the public shall comply with the provisions of the Securities Law. Main contents of the draft decree include:

Loosening on the conditions for issuance of corporate bonds, Decree 90 stipulates that one of the conditions for issuance of bonds is that enterprises must earn profits in the year preceding the issuance. Actual developments show that this condition is relatively tight, equivalent to issuing bonds to the public. Accordingly, some businesses want to issue bonds for the purpose of restructuring the debt does not meet this condition can not issue bonds to raise capital.

On the basis of evaluating the implementation of Decree 90, Decree 163 stipulates the relaxation of issuance conditions to create favorable conditions for enterprises to raise capital through the issuance of bonds. Accordingly, the decree removes the condition that the issuer of bonds must have interest in the year preceding the issue year in Decree 90. At the same time, specific provisions on the conditions for enterprises to issue bonds in several installments The enterprise shall issue bonds in order to mobilize capital in several installments in accordance with the tempo of execution of investment projects.

Distinguish the individual release channel from the public release channel

Decree 90 stipulates the issuance of individual corporate bonds to issue bonds to less than 100 investors, not including professional investors and not using the media or the internet. This provision shall comply with the Law Amending and Supplementing a Number of Articles of the Securities Law (Clause 3, Article 1).

In fact, most corporate bonds are issued in a separate way. Enterprises do not issue to the public to raise capital. A number of enterprises issue individual bonds and then list and trade bonds on the Stock Exchange to avoid issuing bonds to the public.

Decree 163 stipulates that corporate bonds issued separately for less than 100 investors do not include professional securities investors. According to the Finance Department of the bank and these credit institutions to guide investors to buy bonds as professional investors, clearly distinguish the distribution channel with the channel to the public according to the regulations at Securities Law. For corporate bond issuances issued separately, the Decree stipulates that corporate bonds issued individually are restricted to trading within 100 investors within one year of issuance, after one year. , freely traded bonds are not limited in number of investors. To manage the number of investors, The
Decree stipulates that individual TPDNs must be deposited at the authorized bond custody organization after being issued. This provision also contributes to the transparency, transparency and promotion of VDN transactions.

Complete the dossier of issuing TPDN in a clear and transparent manner

Based on the evaluation of the implementation of Decree 90 on the issuance of corporate bonds, Decree 163 stipulates that the regulations relating to bond issuance dossiers have been completed in a clear and convenient manner. in implementation. Accordingly, the regulations on financial reporting in bond issue dossiers are fully audited financial statements or exceptions; in case of exceptions, the issuing enterprises must explain Exception factor and influence of this factor on the ability to pay principal and interest of corporate bonds.

In addition, specific provisions on the use of financial statements in issuance dossiers for bond-issuing enterprises shall not be made within 90 days after the end of the fiscal year. N of the year preceding the year of issue. Specific provisions on the use of financial statements in cases where enterprises issue bonds are parent companies.

Responsibilities and contents of information disclosure of enterprises issuing VDNs. Decree 90 does not specify the disclosure regime for bond issuers. Information on the issuance of new bonds is finalized by the Ministry of Finance on the basis of reports issued by the issuer.

In fact, the sense of compliance with the regime of information and reporting of enterprises issuing bonds is not good, so it has not formed a centralized and unified database on bonds. This has led to difficulties for investors when they have the need to buy bonds (information about the bonds are in circulation for purchase), for enterprises that need to issue bonds also have no information. The issuance of TPDN for reference, management agencies also do not have comprehensive information, full on the market TPDN.

To overcome these limitations, Decree 163 specifies (i) the responsibilities and contents of information disclosure by issuers to investors and the Stock Exchange, including disclosure of information prior to distribution. on, published rough information on the results of issuance, periodic disclosure and disclosure of irregular information, and (ii) regulations on the establishment of specialized information pages on DPTs managed and operated by the Stock Exchange.