亚开行-东盟+3债券市场指南：越南（英文）-2018.10-142页-3mb

ASEAN+3 Bond Market Guide: Viet Nam Summary

Core Content

This document provides a comprehensive overview of the Viet Nam bond market, including its legal and regulatory framework, market characteristics, infrastructure, costs, taxation, and development milestones. It also outlines the challenges and opportunities in the bond market, as well as recent developments and future directions.

Main Points

A. Introduction

• The Viet Nam bond market has experienced significant growth and development over the past decade.
• It is considered relatively mature among developing countries in the Mekong River basin.
• As of 2014, the bond market size reached 20% of GDP, still below that of Thailand (70%) and the Philippines (30%), but higher than Indonesia's (10%).
• Government bonds dominate the market, followed by corporate bonds, government-guaranteed bonds, and municipal bonds.
• Corporate and convertible bonds have been issued since 2005 and 2006, respectively.

B. Market Development Milestones

• 2000–2009: Early stage of the bond market.
  • Government bonds were the only major product listed in 2000.
  • In 2003, the State Securities Commission (SSC) and ADB issued the 10-Year Capital Market Roadmap.
  • In 2005, the Hanoi Securities Trading Center (HASTC) commenced trading and the first sovereign bond in USD was issued.
  • In 2006, the SSC was placed under the Ministry of Finance (MOF), and the Vietnam Securities Depository (VSD) started operations.
  • In 2009, government bonds were exclusively listed and traded on HNX, and the Unlisted Public Company Market was created.
• 2010–2017: Steady progress in market development.
  • In 2010, the VST became the sole issuer of government bonds.
  • In 2011, the government introduced a decree to regulate private placement bonds, enhancing disclosure requirements.
  • In 2013, the MOF set a target ratio of government bonds to GDP of 38% by 2020.
  • In 2015, HNX introduced the Electronic Bond Trading System (E-BTS) and G-Bond indexes.
  • In 2016, HNX launched the web-based automatic bidding system (E.ABS).
  • In 2017, the derivatives market was launched on HNX, including four VN30 Index futures contracts.

C. Conversion of State-Owned Enterprises (SOEs) and Disclosure Strengthening

• SOEs began converting to shareholding companies in 1992, marking the start of the securities market in Viet Nam.
• Article 166 of the Law on Enterprises (2006) mandated SOEs to convert to limited liability or shareholding companies within 4 years.
• Between 2007 and 2010, the government aimed to convert 900 out of 1,500 SOEs to shareholding companies, but progress was slow due to economic slowdown.
• In 2011, the government announced policies to reduce the number of SOEs from 1,300 to 692 and convert 573 to shareholding companies by 2015.
• The Law on Securities defines a "public company" as one with more than 100 shareholders, even if not listed.
• A "large-scale public company" is defined as a public company with VND120 billion in paid-up capital and at least 300 shareholders.

D. Disclosure Requirements

• Public companies and large-scale public companies are subject to periodic disclosure requirements.
• Circulars No. 52/2012/TT-BTC and No. 155/2015/TT-BTC require the same level of information disclosure for both listed enterprises and large-scale public companies.
• Disclosure is strengthened, especially for SOEs, to improve transparency and investor confidence.

E. Regulatory Framework

• The legal and regulatory framework for debt securities is well-established, with a clear legislative structure.
• The regulatory process for debt securities includes public offerings and private placements, each with specific procedures and approvals.
• The State Securities Commission (SSC) plays a central role in regulating the bond market.
• There are specific regulations for credit rating agencies and securities pricing agencies, ensuring market transparency and investor protection.

F. Market Infrastructure

• The Hanoi Stock Exchange (HNX) and Hochiminh Stock Exchange (HOSE) are the main stock exchanges in Viet Nam.
• The E-BTS system was introduced in 2015 to facilitate electronic bond trading.
• The derivatives market was launched in 2017, with the introduction of VN30 Index futures.
• Mandatory trade reporting and market monitoring are in place to ensure transparency and efficiency in secondary market transactions.

G. Market Size and Statistics

• The outstanding value of debt securities in Viet Nam has grown significantly since 2007.
• Government-related bond trading has seen substantial growth from 2013 to 2017.
• Corporate bonds are primarily traded in the OTC market due to limited listings.

H. Challenges and Opportunities

• Challenges:
  • Limited investor base and liquidity in the corporate bond market.
  • Inactive private placement market since 2006.
  • Need for further harmonization of regulations and greater integration with regional markets.
• Opportunities:
  • Potential for growth in government and corporate bond markets.
  • Increased participation from foreign institutional investors.
  • Development of benchmark yield curves and derivatives markets.

I. Future Direction

• The bond market development roadmap (2017–2020) and vision toward 2030 emphasize the expansion of the government securities market and the corporate bond market.
• Continued reforms and legislation are expected to improve market efficiency and investor protection.
• The goal is to create a more integrated and resilient bond market within ASEAN+3.

Key Information

• Market Participants: Include government entities, corporations, insurance companies, banks, and securities institutions.
• Regulatory Bodies: Ministry of Finance (MOF), State Securities Commission (SSC), State Bank of Vietnam (SBV), and Vietnam Securities Depository (VSD).
• Market Infrastructure: HNX and HOSE are the main platforms for bond trading and listing. E-BTS and E.ABS are electronic systems introduced to enhance market accessibility and transparency.
• Legal Documents: The Law on Enterprises, Law on Securities, and various decrees and circulars govern the bond market and SOE conversions.
• Currency and Instruments: Bonds are issued in both VND and USD. Instruments include government bonds, corporate bonds, government-guaranteed bonds, and municipal bonds.
• Taxation and Costs: Various fees and taxes are associated with bond issuance, listing, trading, and settlement, including registration, listing management, and repurchase transaction fees.

Conclusion

This guide serves as a critical resource for understanding the legal, regulatory, and operational aspects of the Viet Nam bond market. It highlights the progress made since the early 2000s, the current market structure, and the roadmap for future development. The goal is to support regional bond market integration and promote efficient capital allocation within ASEAN+3.