1. The process of offering bonds to the international market of public companies

Pursuant to Clause 2, Article 26 of Decree 153/2020/ND-CP stipulating the process of offering bonds to the international market of public companies, securities companies, and securities investment fund management companies as follows:

–    Enterprises prepare bond offering dossiers as prescribed in Article 27 of Decree 153/2020/ND-CP and send them to the State Securities Commission. Within 10 days from the date of receipt of a complete and valid dossier, the State Securities Commission shall approve in writing; in case of refusal, the State Securities Commission shall reply in writing and clearly state the reason.

–    After the State Securities Commission approves, the enterprise shall disclose information before the offering in accordance with Article 29 of Decree 153/2020/ND-CP and carry out the bond offering in accordance with the regulations of the issuing market.

–    Within 10 days from the date of completion of the offering, the enterprise shall report the offering results according to the form in Appendix IV issued together with Decree 153/2020/ND-CP to the State Securities Commission.

2. Principles of offering bonds to the international market

Pursuant to Article 24 of Decree 153/2020/ND-CP as follows:

–    Enterprises offering bonds to the international market (private placement or public offering) must comply with the provisions of this Decree and meet the conditions for offering bonds as prescribed in the issuance market.

–    The trading of corporate bonds offered for sale to the international market shall comply with regulations in the issuance market.

3. Conditions for outward offering of shares of public companies

Pursuant to Article 71 of Decree 155/2020/ND-CP stipulating the offering of shares abroad as follows:

–    A public company may offer shares abroad after being approved by the State Securities Commission for the registration of an outward offering of stocks under the conditions specified in Clause 2 of this Article and satisfying the regulations in the host country.

–    Conditions for approval of the application for registration of outward offering of stocks include:

·       The issuance of shares must meet the regulations on foreign ownership ratio as prescribed by law;

·       There is a decision of the General Meeting of Shareholders approving the offering of shares abroad and the plan to use the capital raised from the offering;

·       Comply with the provisions of the law on foreign exchange management;

·       Obtaining the approval of the State Bank of Vietnam on the issuance of shares abroad in accordance with the law on credit institutions for the issuance of shares of credit institutions; obtain the approval of the Ministry of Finance for the issuance of shares abroad in accordance with the law on insurance business for the issuance of stocks of insurance business organizations.

4. Order and procedures for approval of the application for registration of outward offering of stocks

Pursuant to Article 77 of Decree 155/2020/ND-CP stipulating the order and procedures for approving the registration of an outward offering of stocks as follows:

–    The issuer shall send the dossier of application for approval of the registration of outward offering of stocks specified in Article 72 of this Decree to the State Securities Commission before sending the dossier of registration for official offering to the competent authority in the foreign country.

–    Within 10 days from the date of receipt of a complete and valid dossier, the State Securities Commission shall approve the request for registration of outward offering of shares in writing and post it on the website of the State Securities Commission; in case of refusal, it must reply in writing and clearly state the reason.

–    Within 07 working days from the date of approval by the State Securities Commission, the issuer must announce on the website of the issuer and the Stock Exchange the approval of the State Securities Commission to request the registration of outward offering of shares.

–    The issuer must complete the distribution of shares within 90 days from the date of approval by the State Securities Commission. In case the issuer is unable to complete the distribution of shares within this time limit, the State Securities Commission shall consider extending the distribution of shares but not exceeding 30 days.

–    Within 10 days from the end of the offering, the issuer must send a report on the results of the offering enclosed with a written certification of the bank or foreign bank branch where the escrow account is opened on the proceeds from the offering to the State Securities Commission; at the same time, publish information on the website of the issuer and the Stock Exchange about the results of the offering.

–    Within 03 working days from the date of receipt of a complete and valid report on the results of the offering, the State Securities Commission shall notify in writing the receipt of the report on the results of the offering to the issuer and send it to the Stock Exchange. Vietnam Securities Depository and Clearing Corporation and posted on the website of the State Securities Commission on the receipt of the report on the results of the offering.

–    After receiving the report on the results of the offering from the State Securities Commission, the issuer is required to end the blockade of the proceeds from the offering.

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