Nghị định 90/2011/ND-CP

DECREE

ON ISSUANCE OF CORPORATE BONDS

THE GOVERNMENT

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the November 29, 2005 Law on Enterprises;

Pursuant to the June 29, 2006 Law on Securities; and the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the June 16, 2010 Law on Credit Institutions;

Pursuant to the December 13, 2005 Ordinance on Foreign Exchange;

At the proposal of the Minister of Finance,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1. Scope and subjects of regulation

1. This Decree provides the private placement of bonds in the territory of the Socialist Republic of Vietnam and issuance of bonds to the international market by businesses.

2. Businesses governed by this Decree include:

a/ Joint-stock companies;

b/ Limited liability companies.

3. The issuance of bonds of businesses in the banking and securities sectors, apart from complying with this Decree, must also comply with relevant laws. In case provisions of a relevant law are different from those of this Decree, bond-issuing businesses shall comply with such law.

Article 2. Interpretation of terms

In this Decree, terms and expressions below are construed as follows:

1. Corporate bond means a type of debt securities issued by a business, acknowledging its obligation to pay both bond principal and interest and other obligations (if any) toward bondholders.

2. Convertible bond means a type of bond issued by a joint-stock company and convertible into common stocks of the issuing business under the conditions specified in the bond issuance plan.

3. Secured bond means a type of bond for which the payment of its principal and interest is wholly or partially secured upon its maturity with assets of the issuing business or of a third party; or is guaranteed by a financial or credit institution with the function of providing payment guarantee services.

4. Private placement of bonds means issuance of bonds to less than one hundred (100) investors, excluding professional investors, and not through the mass media or the Internet.

5. Bond issuance underwriting means a method of bond issuance whereby the issuing business sells bonds through an issuance-underwriting institution.

6. Bidding for bond issuance means a method of bond issuance whereby the issuing business selects institutions that meet the requirements set by the former and are qualified to win the bidding for bond purchase.

7. Bond issuance agency means a method of bond issuance whereby the issuing business authorizes another institution to sell bonds to bond purchasers.

8. Retail of bonds means a method of bond issuance whereby the issuing business directly sells bonds to each bond purchase.

9. Credit rating means a rating determined by credit-rating agencies to assess the degree of credit or investment risk and capability to repay loans of a nation (national credit rating) or a business (corporate credit rating).

10. Bond deposit means the depositing of bonds by a bondholder at an institution licensed to keep or preserve bonds for such bondholder to exercise rights to bonds.

11. Legal consultant means a law firm selected to advise an issuing business or issuance-underwriting institution (syndicate) on provisions of law relevant to the bond issuance, compile a prospectus and give legal opinions on the bond issuance.

12. Legal consultancy contract means an agreement signed between an issuing business and an issuance-underwriting institution (syndicate) with one or more law firms on the provision of consultancy on domestic law, foreign law or international law.

13. Legal opinions means a document issued by a legal consultant in compliance with Vietnamese law and international practice on legal grounds for bond issuance and payment transactions conducted on the basis of Vietnamese law, treaties and international agreements, contracts involving foreign elements and other legal documents.

14. Bond swap means the simultaneous purchase and sale of two different bonds issued by the same business for the purpose of restructuring the business's debt portfolio.

15. State business means a business in which the State owns over fifty per cent (50%) of the charter capital under Clause 22, Article 4 of the Law on Enterprises.

Article 3. Purposes of bond issuance

1. Implementation of programs and investment projects of businesses.

2. Increase of working capital of businesses.

3. Restructuring of debts of businesses.

Article 4. Principles of bond issuance

1. Businesses shall issue bonds on the principle of self-borrowing, self-payment and accountability for efficient use of raised capital.

2. Bond issuance activities must be public, transparent and fair and protect the rights and legitimate interests of investors.

3. The issuance of bonds for debt restructuring must comply with the principle that bonds are not issued to the international market for restructuring Vietnam-dong debts.

4. For the issuance of bonds for investment in a program or project, the issuing business shall maintain the minimum equity capital ratio of twenty per cent (20%) of the total investment of such program or project.

5. Businesses that issue their bonds to the international market shall, apart from complying with this Decree, comply with the law on borrowing and repayment of overseas loans.

Article 5. Types and forms of bonds

1. Inconvertible bonds

a/ Inconvertible bonds are secured or unsecured bonds, accompanied or unaccompanied with warrants;

b/ Issuers of inconvertible bonds are joint-stock companies and limited liability companies. Issuers of inconvertible bonds accompanied with warrants are joint-stock companies.

2. Convertible bonds

a/ Convertible bonds are secured or unsecured bonds, accompanied or unaccompanied with warrants;

b/ Issuers of convertible bonds are joint-stock companies.

3. Bonds shall be issued in the form of certificate, book entry or electronic data.

Article 6. Bond term

1. Corporate bonds have a term of one (1) year or more.

2. Issuing businesses shall decide on bond term on the basis of their capital use needs and the term stated in issuance plans.

Article 7. Currencies used for bond issuance and payment

1. For bonds to be issued in the domestic market, the issuance currency is Vietnam dong.

2. For bonds to be issued to the international market, the issuance currency is a freely convertible foreign currency.

3. The currency used for payment of bond principal and interest is the issuance currency.

Article 8. Bond transfer

Convertible bonds and warrants issued together with bonds must not be transferred for at least one (1) year after the completion of the issuance, except the case of transfer to or among professional securities investors.

Chapter II

ISSUANCE OF DOMESTIC BONDS

Article 9. Par value of bonds

The minimum par value of a bond is one hundred thousand (100,000) dong. Other par values are multiples of one hundred thousand (100,000) dong.

Article 10. Bond purchasers

1. Eligible for purchase of bonds are Vietnamese and foreign institutions and individuals.

2. Vietnamese institutions may not use state budget funds to purchase bonds.

Article 11. Rights of bondholders

1. To be guaranteed by issuing businesses for full and on-time payment of bond principal and interest upon maturity and for the exercise of accompanying rights (if any).

2. To transfer, donate, give as gifts, bequeath, discount and pledge bonds in civil and credit relations under current laws.

Article 12. Nominal interest rate of bonds

1. Nominal interest rate of bonds may be determined by any of the following methods:

a/ Fixed interest rate for the whole bond term;

b/ Floating interest rate according to market interest rate;

c/ Combined fixed and floating interest rate.

2. In case bonds are issued by the interest rate methods specified at Points b and c, Clause 1 of this Article, issuing businesses shall disclose reference bases used for determining floating nominal interest rates of bonds in issuance plans and publicize them to bond purchasers.

3. Bond-issuing businesses shall decide on nominal interest rates of bonds for each issuance suitable to their financial capability. Particularly for credit institutions, the determination of nominal interest rates of bonds must also comply with the Law on Credit Institutions and guiding documents.

Article 13. Bond issuance conditions

1. For inconvertible bonds:

a/ The issuing business has operated for at least one (1) year counting from the date of official commencement of its operation;

b/ Production or business operation results of the year preceding the year of issuance are profitable according to a financial statement audited by the State Audit or an independent audit firm licensed to lawfully operate in Vietnam. The audited financial statement of the issuing business must be one stating opinions of total acceptance. For a business issuing bonds before April 1 of a year and having no audited financial statement of the preceding year, it must have:

- An audited financial statement of the year before the preceding year showing profitable production or business operation results;

- A financial statement of the latest quarter (if any) showing audited profitable production or business operation results;

- A financial statement of the preceding year showing profitable production or business operation results approved by the Board of Directors, the Members' Council or the Company President according to the company's operation charter.

c/ The requirement on capital adequacy ratio and other limitations to assure operation safety for conditional business lines specified by relevant laws are satisfied;

d/ There is a bond issuance plan approved and accepted by a competent authority under Articles 14 and 15 of this Decree.

2. For the issuance of convertible bonds or bonds accompanied with warrants, issuing businesses must, apart from satisfying the conditions specified in Clause 1 of this Article, satisfy the following conditions:

a/ Being eligible for issuance of convertible bonds or bonds accompanied with warrants;

b/ Assuring the holding rate of foreign parties in Vietnamese businesses under current laws;

c/ Assuring an interval of at least six (6) months between two consecutive issuances of convertible bonds.

Article 14. Bond issuance plans and approving competence

1. Issuing businesses shall work out bond issuance plans and submit them to competent authorities for approval and acceptance under Clause 3 of this Article and Article 15 of this Decree for use as a basis for the bond issuance, and disclose them to bond purchasers.

2. A bond issuance plan must contain the following principal details:

a/ General information on the business line and sector, financial status and business operation results of the issuing business;

b/ Purpose of bond issuance and plan on use of raised capital;

c/ Volume, type, term and nominal interest rate of bonds to be issued;

d/ Bond-to-stock conversion ratio, period and price and stock price fluctuation range (if any) for the issuance of convertible bonds; price and time of stock purchase for the issuance of bonds accompanied with warrants;

e/ Bond issuance method and institutions involved in bond issuance underwriting, payment guarantee, issuance agency and principal and interest payment agency;

f/ Plan on arrangement of funds for and method of payment of bond principal and interest;

g/ Other commitments toward bondholders.

3. Competence to approve bond issuance plans

a/ For convertible bonds and bonds accompanied with warrants: The Shareholders' General Meeting shall approve bond issuance plans.

b/ For other types of bond, except the case specified at Point a of this Clause: The Shareholders' General Meeting or Board of Directors or Members' Council or Company President shall approve bond issuance plans based on the organizational model and charters of businesses.

Article 15. Acceptance of bond issuance plans of state businesses

1. Apart from complying with Article 14 of this Decree, bond issuance plans of state businesses shall be considered and accepted by their owners before the issuance is organized, specifically as follows:

a/ For wholly state-owned businesses established under the Prime Minister's decisions, bond issuance plans shall be considered and accepted by ministries managing their main business lines;

b/ For wholly state-owned businesses established under decisions of and owned by ministries, sectors or provincial-level People's Committees, bond issuance plans shall be considered and accepted by these ministries, sectors or provincial-level People's Committees;

c/ For state businesses organized as joint-stock companies or limited liability companies with two or more members, bond issuance plans shall be considered and accepted by institutions assigned to function as representatives of state capital portions in these businesses.

2. For a state business, a dossier of request for acceptance of a bond issuance plan comprises:

a/ A written request for acceptance of the bond issuance plan;

b/ The bond issuance plan and the decision approving this plan under Article 14 of this Decree;

c/ The audited financial statement of the year preceding the year of issuance specified at Point b, Clause 1, Article 13 of this Decree.

3. Procedures for accepting issuance plans:

a/ The issuing business shall send a dossier of request for acceptance of its bond issuance plan specified in Clause 2 of this Article to its owner;

b/ Within five (5) working days after receiving the dossier, the owner shall examine the completeness and validity of the dossier. In case the dossier is incomplete or invalid, the owner shall request the business to supplement the dossier under regulations;

c/ Within thirty (30) days after receiving a complete and valid dossier, the owner shall issue a written reply of acceptance or non-acceptance of the bond issuance plan of the business. In case of non-acceptance, the owner shall clearly state the reason.

Article 16. Bond issuance dossiers

1. Bond issuance dossiers shall be prepared by issuing businesses for registration of bond issuance and disclosed to bond purchasers.

2. A bond issuance dossier comprises:

a/ The bond issuance plan and competent authorities' decisions approving and accepting the bond issuance plan specified in Articles 14 and 15 of this Decree;

b/ Documents and legal documents proving that the business fully satisfies the bond issuance conditions specified in Article 13 of this Decree;

c/ Results of rating by a credit rating agency of the bond-issuing business and type of bond to be issued (if any);

d/ Issuance underwriting, payment guarantee and agency contracts and relevant documents (if any);

e/ Legal documents proving that projects using capital raised through bond issuance have completed investment procedures and obtained investment decisions of competent authorities, in case of issuance of bonds for implementation of programs or investment projects of the business.

Article 17. Bond issuance methods

1. Bonds may be issued by the following methods:

a/ Bond bidding;

b/ Bond issuance underwriting;

c/ Bond issuance agency;

d/ Direct sale of bonds to bond investors (for issuing businesses being credit institutions).

2. The Ministry of Finance shall specifically guide bond issuance methods.

Article 18. Subjects eligible for participating in bidding, underwriting, guarantee and issuance agency

Eligible for participating in corporate bond bidding, underwriting, guarantee and issuance agency are securities companies, credit institutions and other financial institutions licensed to provide bidding, underwriting, guarantee and issuance agency services under current laws.

Article 19. Bond depositing, listing and trading

1. Bonds shall be deposited at institutions licensed for securities depository operation or consigned into safe-keeping at credit institutions as requested by bondholders.

2. Bonds shall be listed and traded at Stock Exchanges. The bond depositing, listing and trading comply with the securities law.

Article 20. Bond issuance and payment expenses

1. Bond issuance and payment expenses shall be paid by issuing businesses and accounted into the value of projects using capital raised through bond issuance or business expenses of issuing businesses, depending on their use purpose.

2.  Expenses for bond bidding, guarantee and issuance agency shall be agreed by issuing businesses and institutions organizing bidding, providing guarantee or acting as issuance agents; issuing businesses shall pay expenses for institutions organizing bidding, providing guarantee or acting as issuance agents in a public and transparent manner.

3. The accounting of corporate bond issuance and payment expenses complies with current laws.

Article 21. Payment of bond principal and interest

1. Issuing businesses shall allocate funds for payment of bond principal and interest from their lawful capital sources.

2. For bonds secured with assets of issuing businesses or a third party, if issuing businesses cannot arrange funds for payment of bond principal and interest, security assets shall be put for public sale for payment of the principal and interest of bonds upon maturity under current laws.

3. For bonds of which the payment is guaranteed by financial or credit institutions, if issuing businesses cannot arrange funds for payment of bond principal and interest, payment guarantee institutions shall provide funds for payment of bond principal and interest to bondholders under contracts between issuing businesses and payment guarantee institutions.

Article 22. Bond redemption and swap

1. Issuing businesses may redeem their bonds prior to maturity or swap bonds for debt restructuring only when having redemption or swap plans approved by competent authorities on the basis of agreements between them and bondholders.

2. Institutions and individuals competent to approve or accept bond issuance plans specified in Articles 14 and 15 of this Decree are competent to approve or accept bond redemption or swap plans.

3. The State Bank of Vietnam shall specifically guide the redemption and swap of bonds issued by credit institutions.

Chapter III

ISSUANCE OF BONDS TO THE INTERNATIONAL MARKET

Article 23. Bond issuance conditions

1. For inconvertible bonds:

a/ The issuing business has operated for at least three (3) years counting from the date of official commencement of its operation;

b/ Production or business operation results of three (3) consecutive years preceding the year of issuance are profitable according to financial statements audited by the State Audit or independent audit firms licensed to lawfully operate in Vietnam. Audited financial statements of the issuing business for three consecutive years preceding the year of issuance must be those stating opinions of total acceptance.

c/ The requirement on capital adequacy ratio and other limitations to assure operation safety for conditional business lines specified by relevant laws are satisfied;

d/ The value of the international bond issuance is certified by the State Bank to be within the annual total foreign commercial loan limit approved by the Prime Minister;

e/ Requirements of the international market on credit rating for bond issuance are satisfied. Particularly, state businesses must have a credit rating at least equal to the national credit rating;

f/ There is a bond issuance plan approved and accepted by competent authorities under Articles 24 and 26 of this Decree;

g/ The issuing business has completed the issuance dossier in accordance with the law of the market to which bonds are to be issued, applicable to each issuance and form.

2. For convertible bonds and bonds accompanied with warrants:

In addition to the conditions specified in Clause 1 of this Article, businesses issuing convertible bonds or bonds accompanied with warrants must also satisfy the following conditions:

a/ Being eligible for issuance of convertible bonds or bonds accompanied with warrants;

b/ Ensuring the holding rate of foreign parties in Vietnamese businesses as provided by current laws;

c/ Ensuring an interval of at least six (6) months between two consecutive issuances of convertible bonds.

Article 24. Bond issuance plans and approving competence

1. Issuing businesses shall work out bond issuance plans and submit them to competent authorities for approval and acceptance under this Article and Article 26 of this Decree for use as a basis for the bond issuance, and disclose them to bond purchasers.

2. A bond issuance plan must contain the details specified in Clause 2, Article 14 of this Decree and the following details:

a/ Currency to be used for bond issuance and payment;

b/ Expected issuance market, analyses on conditions of the issuance market and satisfaction of these conditions;

c/ Projected selection of issuance underwriters, legal consultants and related agents;

d/ Planned arrangement of funds for and methods of payment of bond principal and interest, and handling of financial risks.

3. Competent to approve bond issuance plans

a/ For convertible bonds and bonds accompanied with warrants: The Shareholders' General Meeting shall approve bond issuance plans.

b/ For other types of bond, except for the case specified at Point a of this Clause: The Shareholders' General Meeting or Board of Directors or Members' Council or Company President shall approve bond issuance plans based on the organizational model and charters of businesses.

Article 25. Certification and registration of loans from the international bond issuance

1. Businesses issuing bonds to the international market shall carry out procedures for certifying and registering overseas commercial loans with the State Bank of Vietnam.

2. A dossier for certification and registration of loans from the international bond issuance comprises the issuing business's written request and bond issuance plan approved under Article 24 of this Decree.

3. Order and procedures for loan certification and registration:

a/ Issuing businesses shall send dossiers of request for certification and registration of loans from the international bond issuance specified in Clause 2 of this Article to the State Bank of Vietnam.

b/ Within five (5) working days after receiving a dossier, the State Bank of Vietnam shall check the completeness and validity of the dossier. In case the dossier is incomplete or invalid, the State Bank of Vietnam shall request the issuing business to supplement or modify it.

c/ Within ten (10) working days after receiving a complete and valid dossier, the State Bank of Vietnam shall notify in writing the issuing business of certification that loans from the international bond issuance fall within the annual total foreign commercial loan limit approved by the Prime Minister. In case of refusal to certify loans from the international bond issuance of a business, the State Bank shall notify such in writing, clearly stating the reason.

Article 26. Appraisal and acceptance of bond issuance plans of state businesses

1. State businesses' plans on issuance of bonds to the international market shall, apart from complying with Article 24 of this Decree, be appraised and submitted by owners of state businesses to the Prime Minister for consideration and acceptance; specifically as follows:

a/ For wholly state-owned businesses established under the Prime Minister's decisions, bond issuance plans shall be appraised and submitted by line ministries to the Prime Minister for consideration and acceptance;

b/ For wholly state-owned businesses established under decisions of and owned by ministries, sectors or provincial-level People's Committees, bond issuance plans shall be appraised and submitted by ministries, sectors or provincial-level People's Committees to the Prime Minister for consideration and acceptance;

c/ For state businesses organized as joint-stock companies or limited liability companies with two or more members, bond issuance plans shall be appraised and submitted by institutions assigned to function as representatives of state capital portions in these businesses to the Prime Minister for consideration and acceptance.

2. A state business's dossier of request for appraisal of a plan on issuance of bonds to the international market comprises:

a/ A written request for acceptance of the bond issuance plan;

b/ The bond issuance plan and decision approving it as specified in Article 24 of this Decree;

c/ Audited financial statements of three (3) consecutive years preceding the year of issuance as specified at Point b, Clause 1, Article 23 of this Decree.

3. Procedures for appraising and accepting issuance plans:

a/ An issuing business shall send a dossier of request for acceptance of its bond issuance plan specified in Clause 2 of this Decree to the agency responsible for appraisal specified in Clause 1 of this Article.

b/ Within five (5) working days after receiving the dossier, the agency responsible for appraisal shall check the completeness and validity of the dossier. In case the dossier is incomplete or invalid, it shall request the business to supplement or modify the dossier.

c/ Within thirty (30) days after receiving a complete and valid dossier, the agency responsible for appraisal shall give its written opinions on results of appraisal of the bond issuance plan and concurrently carry out procedures for reporting it to the Prime Minister for consideration and acceptance.

d/ Within fifteen (15) days after receiving appraisal results notified in writing by the agency responsible for appraisal enclosed with an issuance dossier, the Prime Minister shall send to the agency responsible for appraisal and the issuing business a written reply on acceptance or non-acceptance of issuance of bonds to the international market.

Written acceptance for bond issuance to the international market by businesses does not mean the Government's guarantee for bond payment by the businesses.

Article 27. Bond issuance dossiers

1. Issuance dossiers are legal documents prepared by issuing businesses in coordination with legal consultants and related institutions under the issuance market's law and this Decree. Businesses shall use issuance dossiers for registering the bond issuance and disclose them to bond purchasers.

2. An issuance dossier comprises the following documents:

a/ The bond issuance plan approved and accepted by competent authorities under this Decree;

b/ The prospectus;

c/ The issuance underwriting contract, payment guarantee contract and payment agency contract (if any);

d/ The legal consultancy contract;

e/ Legal opinions;

f/ Agency agreements;

g/ Legal documents proving that projects using capital raised through the international bond issuance have completed investment procedures and obtained investment decisions of competent authorities, in case of issuance of bonds for implementation of programs and investment projects of businesses;

h/ Certification by a credit rating agency of the credit rating of the issuing business;

i/ Certification by the State Bank that the value of bonds issued to the international market registered by the business falls within the Prime Minister-approved annual total commercial foreign loan limit of the country;

j/ Other documents required by the issuance market.

Article 28. Organization of bond issuance

1. The issuance of bonds to the international market may be conducted only when issuing businesses comply with Articles 23,24,25,26, 27 and 30 of this Decree, and satisfy the issuance conditions set by the issuance market.

2. Issuing businesses shall coordinate with issuance-underwriting institutions, agents and legal consultants in organizing the bond issuance under regulations of the issuance market.

Article 29. Payment of bond principal and interest

1. Issuing businesses shall transfer money directly to their payment agents under signed agreements for payment of the principal and interest of bonds upon maturity to bondholders.

2. Issuing businesses shall open and use foreign loan borrowing and repayment accounts for receiving proceeds of the bond issuance and paying bond principal and interest under the law on foreign exchange.

Chapter IV

NOTIFICATION OF ISSUANCE, DISCLOSURE OF INFORMATION, REPORTING REGIME AND HANDLING OF VIOLATIONS

Article 30. Notification and registration of bond issuance

1. Businesses issuing bonds domestically or to the international market shall notify in writing the bond issuance to the Ministry of Finance.

2. Issuing businesses that are public companies shall register plans on issuance of convertible bonds or bonds accompanied with warrants, after they are approved and accepted by competent authorities under Chapters II and III of this Decree, with the State Securities Commission and may issue bonds only when obtain written opinions of the State Securities Commission.

3. The Ministry of Finance shall specifically guide the registration of corporate bond issuance.

Article 31. Disclosure of information

1. For domestic bond issuance:

a/ Issuing businesses shall disclose information to investors registering for bond purchase. Information to be disclosed must not contain advertisements and offers and must not be publicized in the mass media, except the case of information disclosure under the securities law and relevant legal documents. Information to be disclosed covers:

- Total value and term of bonds;

- Financial status of the business at the time of issuance;

- Bond issuance plan, plan on use of money raised through the bond issuance and plan on payment of bond principal and interest approved by competent authorities;

- Results of rating by a credit rating agency (if any).

b/ Within fifteen (15) days after completing a bond issuance, the issuing business shall disclose information on results of the issuance, containing the following principal details:

- The successfully issued bond volume;

- Bond term and interest rate.

2. Businesses issuing bonds to the international market shall disclose information under regulations of issuance markets.

3. Apart from complying with this Decree, issuing businesses that are public companies shall disclose information under the securities law.

Article 32. Reporting regime

1. On issuance results:

Within fifteen (15) days after completing the issuance of bonds, an issuing business shall report issuance results to the authorities having approved and accepted the bond issuance plan and concurrently to the Ministry of Finance. For the issuance of bonds to the international market, issuing businesses shall send reports on issuance results to the State Bank of Vietnam.

2. On payment of bond principal and interest and use of capital raised through bond issuance:

a/ Annually, before the deadline for payment of whole bond principal and interest, issuing businesses shall report on the payment of bond principal and interest and the use of capital raised through the bond issuance to the authorities having approved and accepted bond issuance plans and concurrently to the Ministry of Finance and the State Bank of Vietnam (for issuance of bonds to the international market);

b/ Within fifteen (15) days after the deadline for payment of bond principal and interest, issuing businesses shall report on the payment of bond principal and interest and the use of capital raised through the bond issuance to the authorities having approved and accepted bond issuance plans and concurrently to the Ministry of Finance and the State Bank of Vietnam (for issuance of bonds to the international market).

3. Particularly for convertible bonds or bonds accompanied with warrants, within ten (10) days after completing the conversion of convertible bonds into stocks or exercising the right of holders of bonds accompanied with warrants to purchase stocks, an issuing business shall send a report to the authorities having approved and accepted the bond issuance plan and concurrently to the Ministry of Finance and the State Bank of Vietnam (for issuance of bonds to the international market). Such a report contains the following:

- Total value of issued bonds and total value of converted bonds;

- Code and volume of converted bonds and distribution of bonds among investors;

- Projected time of depositing, listing and trading in convertible bonds and written requests for depositing, listing and trading (if any).

Article 33. Handling of violations

Violators of this Decree shall, depending on the nature and severity of their violations, be disciplined, administratively handled under the law on sanctioning of administrative violations in the field of securities or examined for penal liability under current laws.

Chapter V

RESPONSIBILITIES OF RELATED INSTITUTIONS AND INDIVIDUALS

Article 34. The Ministry of Finance

1. To assume the prime responsibility for, and coordinate with related agencies in, guiding the implementation of this Decree.

2. To review and monitor the issuance of corporate bonds under this Decree.

Article 35. The State Bank of Vietnam

1. To guide and organize the certification and registration of the value of corporate bonds issued to the international market falling within the Prime Minister-approved annual total foreign commercial loan limit of the country.

2. To guide credit institution in conducting the bond issuance under the Law on Credit Institutions and this Decree.

3. To provide for the use of corporate bonds for transactions on the monetary market; the discount and pledge of bonds in credit relations between credit institutions and bondholders under relevant laws.

Article 36. Boards of Directors, Shareholders' General Meetings, Members' Councils and Presidents of companies

1. To approve bond issuance plans under this Decree.

2. To supervise the raising and use of capital raised through the bond issuance under law and charters of businesses.

Article 37. Owners of state businesses

1. To accept their state businesses' plans on issuance of bonds on the domestic market under Article 14 of this Decree.

2. To appraise their state businesses' plans on issuance of bonds to the international market before reporting them to the Prime Minister for acceptance under Article 26 of this Decree.

3. To manage and supervise the bond issuance, use of capital raised through the bond issuance and payment of the principal and interest of bonds upon maturity.

4. To perform other tasks specified in this Decree.

Article 38. Issuing businesses

1. To take total responsibility for the raising of capital through the corporate bond issuance, and the distribution, management and use of capital raised through the bond issuance for proper purposes and with efficiency under bond issuance plans approved by competent authorities.

2. To pay fully and on time the principal and interest of bonds upon maturity and assure the exercise of accompanied rights (if any) for bondholders.

3. To fulfill the obligations to register the issuance and disclose information and observe the reporting regime under this Decree and relevant legal documents; and at the same time, to take responsibility for the accuracy and truthfulness of disclosed information.

4. Before November 1 every year, to register plans on issuance of bonds to the international market for the subsequent year with the State Bank and the Ministry of Finance for summarization and reporting to the Prime Minister for consideration and approval of the country's annual total foreign commercial loan limit.

5. To fulfill their obligations toward agents and other related institutions and individuals.

6. To take responsibility for the accuracy, truthfulness and adequacy of financial statements; to strictly comply with financial management, reporting, accounting and statistical regulations.

Chapter VI

IMPLEMENTATION PROVISIONS

Article 39. Effect

1. This Decree takes effect on December 01, 2011.

2. This Decree replaces the Government's Decree No. 52/2006/ND-CP of May 19,2006, on issuance of corporate bonds, and the provisions on issuance of corporate bonds to the international capital market of the Government's Decree No. 53/2009/ND-CP of June 4, 2009, on issuance of international bonds.

3. All provisions of previous documents on issuance of corporate bonds which are contrary to this Decree are annulled.

Article 40. Implementation guidance

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People's Committees, Boards of Directors and Members' Councils, directors general and directors of bond-issuing businesses shall implement this Decree.-