Decree No. 53/2009/ND-CP On Issuing International Bonds

 

DECREE

On the issuance of international bonds

 _____________

THE GOVERNMENT

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

Pursuant to the State Budget Law dated December 16, 2002;

Pursuant to the Foreign Exchange Ordinance issued on December 21, 2005;

Pursuant to the Decree No. 134/2005/NĐ-CP dated November 1, 2005 on the Regulation on Borrowing and Repaying Foreign Debts;

Considering the proposal of the Minister of Finance,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree regulates activities of borrowing and repaying foreign debts through the issuance of bonds on the international financial market by the Government and Vietnamese enterprises.

Article 2. Interpretation of Terms

In this Decree, the following terms are understood as follows:

1. Prospectus: is a legal document containing public information that is accurate, truthful, and objective, related to the issuance or listing of securities by the Issuer and the terms and conditions of bond issuance drafted by the Issuer together with legal advisors. The prospectus will be provided by the Lead Underwriter to potential investors and other necessary partners.

2. Agency Agreements: are agreements signed between the Issuer and agents regarding the conditions and terms for executing transactions from issuance to completion of bond payment including:

a) Printing Agent (Printer Agent): is the company selected to print the prospectus and related documents;

b) Listing Agent: is the company chosen to handle the registration process for listing the Issuer's bonds on appropriate stock markets in accordance with the listing regulations;

c) Financial and Payment Agent (Paying Agent): is the bank chosen to act on behalf of the Issuer to pay interest and principal to investors and to hold the list of bondholders for the issuance round;

d) Transfer Agent: is the organization designated by the Issuer to maintain reports on security holders, to cancel and issue certificates, and to handle issues arising from lost, damaged, or stolen certificates;

e) Trustee: is the company designated by bondholders to represent their interests and ensure compliance with bond terms;

f) Clearing Systems and Depository: is the organization tracking and confirming bond transfers in the primary and secondary markets. Bonds are issued in registered form and held at the depository.

3. Credit Rating Agencies: are companies that rate the creditworthiness of countries and businesses.

4. Refinancing Authority: is the Ministry of Finance or an entity or organization authorized by the Ministry of Finance to refinance government foreign loans, responsible for supervising the use of borrowed funds, recovering refinanced loans, and receiving refinancing fees as prescribed by law.

5. Vietnamese Enterprise (referred to as enterprise): is an economic organization with a name, assets, and a stable business location, registered for business operations according to Vietnamese law for the purpose of conducting business activities.

6. Issuance Form: international bonds can be issued in various forms depending on classification criteria, specifically:

a) By type of investor including: (i) Private Placement aimed at potential investors such as investment banks, financial funds, insurance funds...; and (ii) Public Offering aimed at all types of investors;

b) By issuance scope divided into:

(i) Global Offering;

(ii) Issuance in specific countries or regions.

c) By currency which may be issued in different convertible currencies such as US dollars, Euros, Japanese Yen...

7. Credit Rating: is a rating determined by international credit rating agencies to assess the reliability of countries (national credit rating) or businesses (company credit rating) regarding investment risk and debt repayment capability. This rating is used as a basis for determining costs associated with raising loans.

8. Bond Issuance Guarantee Contract or Bond Purchase and Sale Contract: is an agreement signed between the Issuer and a consortium of underwriting banks regarding the terms and conditions for providing guarantees or issuing bonds for each issuance round or issuance program.

9. Legal Advisory Agreement: is an agreement signed between the Issuer and a consortium of underwriting banks with one or more law firms regarding the provision of domestic or international legal advisory services.

10. Nominal Interest Rate: is the interest rate recorded on the bond (determined at the time of bond issuance. The Issuer will pay interest on the face value of the bond at this rate).

11. Issue Date: is the date when the bond is issued to the market.

12. Lead Managing Bookrunner: is one or a group of reputable international investment banks selected by the Issuer to execute transactions and play a key role in distributing bonds. The Lead Managing Bookrunner advises on optimal issuance structure, provides reference pricing, suitable issuance timing, and coordinates with all parties involved to create a strong transaction momentum.

13. Issuer (Issuer): is the Government, enterprise, banks, financial organizations raising capital on the financial market through bond issuance.

14. Refinancing Borrower: is the enterprise borrowing back international bond funds.

15. Consortium of Underwriting Banks: consists of a group of international investment banks selected by the Issuer to participate in the bond issuance guarantee process. This consortium may be divided into multiple tiers based on the specific requirements of each issuance round:

a) Level one position includes the Lead Managing Bookrunner/main guarantor/manager of the investment registration book, playing a key role in distributing the bond sale and collaborating with the Issuer to enhance national and corporate image and continue to support liquidity post issuance;

b) Level two position includes the Lead Manager or Co-Lead Managers, having a limited role in allocating the volume of bond sales and;

c) Level three position includes the Manager or Co-Managers, having the lowest role within the consortium of issuing guarantors.

16. International bonds: are debt certificates with face value, maturity, and interest, issued by the Government or Vietnamese enterprises for borrowing on the international financial market to serve economic development needs.

International bonds regulated under this Decree include:

a) Government bonds: are international bonds authorized by the Government for the Ministry of Finance to issue.

b) Corporate bonds: are international bonds issued by Vietnamese enterprises independently, with or without government guarantee.

17. International legal counsel for the Lead Guarantor: is an international law firm selected to advise the Lead Guarantor on international regulations and laws.

18. Domestic legal counsel for the Guarantor: is a law firm present in the host country selected to advise the Guarantor on relevant legal provisions consistent with domestic law.

19. International legal counsel for the Issuer: is an international law firm chosen to advise the Issuer on international regulations, draft the prospectus, and provide legal opinions for the issuance.

20. Domestic legal counsel for the Issuer: is an organization selected to advise the Issuer on domestic law.

21. Legal opinion: is a legal document issued by the Ministry of Justice or an independent law firm in accordance with Vietnamese legal provisions and international financial and credit practices regarding the legal basis for commercial, investment, financial, and banking transactions conducted under Vietnamese law, treaties, international agreements, foreign element contracts, and other legal documents.

Article 3. Bond Issuance Plan

1. The bond issuance plan is a document prepared by the Issuer to submit for approval by competent authorities.

2. The issuance plan includes the following main contents:

a) Purpose of issuance and use of proceeds from issuance;

b) Legal bases for issuance (Approval Decision on Development Strategy, Investment Approval Decision of competent authority...);

c) Estimated quantity, structure, term, currency, and form of issuance of the bonds;

d) Analysis of international market conditions to determine the expected interest rate for issued bonds;

đ) Estimated method of selecting the consortium of issuing guarantors, legal advisors, related agents, and issuance plan;

e) Plan for using funds, cash flow management, and handling financial risks, repayment plan for bond debt.

Article 4. Issuance Documents

1. Issuance documents are legal documents prepared by the Issuer in coordination with the Lead Underwriter and legal advisors in accordance with international laws.

2. Issuance documents include the following basic documents:

a) Prospectus;

b) Issuance Guarantee Contract;

c) Bond Purchase Agreement;

d) Legal Advisory Contract;

đ) Legal Opinion;

e) Agency Agreements.

Article 5. Principles of Issuance

1. The Government shall only issue international bonds to raise capital for national key projects and investment projects that are effective and capable of repaying debt. Issuing bonds to restructure the debt portfolio must have a clear plan ensuring greater efficiency than the current debt portfolio.

2. Issuance shall only be carried out when international market conditions are favorable, ensuring success at reasonable costs.

3. Enterprises directly issuing international bonds must adhere to the principle of self-borrowing, self-repayment, and bearing responsibility for the effectiveness of funds raised through issuance.

4. Issuance must comply with regulations on foreign debt management and foreign exchange management under current laws and be consistent with international laws.

Article 6. Conditions for Issuance

International bonds may only be issued if the following conditions are met:

1. There is a bond issuance project that has been appraised and approved by competent authorities.

For cases of government bond issuance, the issuance project must be approved by the Government, including issuance for government debt restructuring.

For state-owned corporations, the bond issuance project must be approved by the Board of Directors and must be endorsed by the Prime Minister regarding the policy.

For bond issuance projects of joint-stock companies and private enterprises, the issuance project must be approved by the General Shareholders' Meeting or the Board of Members, representing the capital owners.

2. The issuance value of international bonds must fall within the total limit of foreign commercial loans of the country approved annually by the Prime Minister.

3. Programs and projects identified as national priorities or investment projects appraised by competent authorities as being effective and having completed all investment procedures in accordance with current laws.

4. For cases of issuance in the form of convertible bonds or bonds guaranteed by different forms, current laws must be followed.

5. Meeting international market requirements for credit ratings for issuance (in cases where issuance requires credit ratings).

6. The Issuer must complete all issuance documents in compliance with applicable foreign laws for each issuance round and each issuance type, as well as Vietnamese laws.

Article 7. Issuance Organization

1. The organization of international bond issuance can only be carried out when the international bond issuance project has been approved by the competent authority.

2. The issuance organization process may include the following steps:

a) Selecting a combination of lead banks: The Issuer selects a number of leading international investment banks with experience in bond issuance based on competitive bidding according to specific criteria and lists of banks selected by reputable international magazines (such as International Financial Review);

b) Selecting legal advisors: The Issuer collaborates with the combination of lead banks to select reputable and experienced domestic and foreign law firms as domestic legal advisors and international legal advisors for the Issuer and Lead Underwriter;

Specifically, domestic legal advisors for the Issuer depend on the type of bond:

- For government bonds: it is the Ministry of Justice authorized by the Government to advise the Issuer on relevant legal provisions related to the issuance transaction and provide legal opinions for the transaction;

- For corporate bonds: it is a law firm with full legal capacity chosen to advise on relevant provisions related to the issuance transaction and provide legal opinions for the transaction.

c) Completing issuance documents: The Issuer leads and coordinates with domestic legal advisors to negotiate and sign contracts with the combination of lead banks, international legal advisors, and prepare documents for the issuance file, including legal documents listed in Article 4 of this Decree, in accordance with international practices and Vietnamese laws;

d) Credit rating assessment: The Issuer leads and coordinates with relevant Vietnamese agencies to work with credit rating agencies to confirm the national credit rating before the issuance round (for government bond issuance). For enterprises, determining the credit rating depends on the requirements of each issuance round.

đ) Organizing promotion and carrying out issuance: The organization of bond promotion and issuance is carried out by the Issuer depending on the requirements of each issuance method, specifically:

- The Issuer collaborates with the combination of lead banks to organize promotional campaigns for bonds in major financial centers around the world to engage with the international investor community before pricing the bonds for issuance;

- The Issuer decides on the terms, nominal interest rate (coupon rate), and bond issuance terms during the bond pricing process based on advice from the combination of lead banks, in line with market conditions and principles outlined in the approved issuance project;

- The Issuer organizes the receipt of funds from issued bonds in accordance with signed agreements.

e) Completing the issuance transaction: After receiving payment for bond sales, the Issuer completes and signs legal documents to conclude the transaction in accordance with international practices, while reporting the issuance results in accordance with current regulations.

Article 8. Principles for Issuing Government Guarantees for Corporate Bonds

1. A business entity with urgent capital needs to implement state investment projects but does not yet meet the conditions to issue bonds independently may issue corporate bonds on the international capital market with government guarantees.

2. The issuance of bonds with government guarantees must satisfy the following conditions:

a) Meeting the conditions set forth in Article 6 of this Decree and the project proposal must be approved by the Prime Minister;

b) Having a credit rating equal to or one level lower than the country's credit rating;

c) Providing audited financial statements from the three most recent years by an independent auditing company, in which the business entity has not incurred losses and does not have overdue debts;

d) Adhering to the current regulations on issuing and managing government guarantees for foreign loans issued by the government.

Chapter II

ISSUE OF GOVERNMENT BONDS

Article 9. Purpose of Issuance

Government bonds are issued for the purpose of:

1. Raising funds for development investment through loan repayment to implement key national projects and highly effective investment projects requiring foreign currency capital.

2. Raising funds to restructure the debt portfolio managed by the government.

Article 10. Drafting the Bond Issuance Plan

1. The Ministry of Finance shall lead in drafting the plan for issuing international bonds to be submitted to the government for approval and issuance of resolutions for each issuance period.

2. The equivalent value of each issuance period must not be less than 500 million USD.

3. For government bonds issued for the purpose of relending, businesses requiring the use of funds raised from international bond issuance must submit complete documentation and files regarding planned investment programs and projects, capital usage plans, cash flow management, and repayment plans to the Ministry of Finance for review and as the basis for drafting the international bond issuance plan to be reported to the government for approval.

4. In addition to the basic contents stipulated in Article 3 of this Decree, the international bond issuance plan must analyze the national debt indicators when borrowing international bonds, ensuring that these indicators remain within the approved debt limit by the government.

5. The capital usage plan for relending enterprises in the international bond issuance plan shall be implemented according to the Regulation on Managing International Bond Capital issued by the Ministry of Finance for each issuance period.

Article 11. Organizing the Issuance

The Ministry of Finance shall coordinate with a consortium of guarantee banks and domestic and foreign advisors to carry out the issuance according to the specific procedures outlined in Article 7 of this Decree.

Article 12. Management of Issuance Funds and Costs

1. Proceeds from selling government bonds shall be allocated and used according to the approved issuance plan and must comply with the provisions of the current State Budget Law and the Regulation on Borrowing and Repaying Foreign Debts of the Government.

2. All costs arising from the issuance period:

a) In cases where the restructuring of the government's debt portfolio is used, the state budget shall bear the cost;

b) In cases of relending, all costs shall be borne by the borrower and allocated according to the proportion of relending capital provided to each borrowing enterprise. The state budget shall temporarily advance the costs during the preparation for issuance and will be reimbursed by directly deducting from the allocated bond proceeds before transferring to the borrower.

For annual fees, the state budget shall temporarily advance the payment and allocate according to the proportion of capital usage. The borrower shall repay the state budget according to notifications from the Ministry of Finance.

3. Costs related to the issuance include:

a) One-time costs:

- Fees for issuance guarantee advisory services;

- Legal advisory fees for both domestic and foreign issuers and guarantors;

- Fees paid to credit rating companies for confirming credit ratings for each issuance (excluding annual fees payable to national credit rating companies funded annually by the Ministry of Finance);

- Fees paid to listing agents, printing, etc.;

- Domestic costs related to the issuance preparation process, bond marketing, and other actual expenses.

b) Annual fees: These are annual fees payable to financial agents and settlement agents, transfer agents, and stock exchanges where the bonds are listed under signed agency agreements;

c) Other costs related to the issuance and repayment of bonds.

4. Management and supervision of the use of issuance funds: The Ministry of Finance is responsible for issuing Regulations on the use and supervision of issuance funds for government bonds for each issuance period to guide relevant units in implementation.

Article 13. Principal and Interest Repayment of Bonds

1. In cases where the issued capital is used to restructure government debts: upon maturity, the Ministry of Finance shall directly transfer funds from the state budget into the account of the agent to repay bondholders.

2. In cases of refinancing loans, upon maturity for principal and interest repayment, the refinanced borrower shall directly pay into the account of the payment agent or transfer repayment into the account of the Ministry of Finance according to specific provisions in the refinancing loan contracts to transfer funds to the payment agent for disbursement to bondholders.

Article 14. Implementation of Financial Operations

Based on actual market conditions, the Ministry of Finance shall submit to the Prime Minister proposals on using financial instruments to repurchase or swap issued bonds traded on the international capital market, including other loans, with the aim of restructuring the government's portfolio to minimize risks and alleviate the fiscal burden of debt.

Article 15. Information Updates

The Ministry of Finance is responsible for monitoring bond transactions on the market and coordinating with relevant units to provide updated information about Vietnam’s economic situation and corporate status to foreign partners and investors according to international practices after issuance.

Chapter III

ISSUANCE OF CORPORATE BONDS

Article 16. Forms of Corporate Bonds

Corporate bonds issued to the international capital market include the following forms:

1. Government-guaranteed corporate bonds: these are corporate bonds guaranteed by the government or combined with other forms of guarantee.

2. Non-government-guaranteed corporate bonds: these are bonds issued by corporations themselves, including those guaranteed by third parties but not the government.

Article 17. Conditions for Issuance

Corporations issuing international bonds must meet the following conditions:

1. Established under Vietnamese law and legally operating in Vietnam.

2. Meeting all conditions stipulated in Article 6 of this Decree. For state-owned enterprises, if issuing international bonds without government guarantees, they must have a credit rating equal to or higher than the national credit rating (if the issuance requires a credit rating).

3. For corporations issuing international bonds with government guarantees, they must comply with the conditions specified in Article 8 of this Decree.

4. The equivalent value of each issuance of government-guaranteed corporate bonds must not be less than 100 million USD.

Article 18. Development of Bond Issuance Proposals

Corporations are responsible for developing bond issuance proposals in accordance with the contents prescribed in Article 3 of this Decree and submitting them to the superior management agency, Board of Directors, or Board of Members for approval.

Article 19. Review of Bond Issuance Proposals

1. For state-owned enterprises and corporations issuing bonds with government guarantees:

a) The corporation is responsible for developing the bond issuance proposal, submitting it to the competent authority or the Board of Directors, Board of Members for approval, and sending the Ministry of Finance a dossier for review. The dossier includes:

- The bond issuance proposal already approved by the competent authority;

- The decision approving the bond issuance proposal by the competent authority (a copy);

- Feasibility study reports and investment decisions of related projects concerning the bond issuance proposal (copies);

- Confirmation from a credit rating company publishing the issuer's credit rating (a copy) if the issuance requires a credit rating.

b) After receiving the complete issuance application dossier from the corporation, the Ministry of Finance will lead the review based on the following contents:

(i) Purpose of issuance: based on the projects listed in the bond issuance proposal, assess the capital needs of the projects expected to use corporate bond funds, examine the financial situation of the issuing corporation over the past three years. If the issuance involves multiple projects, the assessment will be conducted based on the capital usage needs and financial situation of each entity utilizing the international bond funds.

(ii) Related procedures of projects using bond funds: projects expected to use funds from corporate bond issuance must have completed domestic investment procedures and received investment decisions from the competent authorities.

(iii) Determining issuance capital needs: based on assessing the capital needs of the project mentioned in the bond issuance proposal, evaluate the total estimated issuance amount in line with the issuance proposal's requirements, the issuer's debt repayment capacity, and within the annual limit of commercial foreign borrowing.

(iv) Issuance timing:

(v) Assessing domestic and international market conditions;

(vi) Determining the form, currency, and issuance market;

(vii) Cash flow utilization plans and debt repayment plans, determining the risk level of the entire issuance fund usage plan.

2. For non-state-owned enterprises issuing non-government-guaranteed bonds:

The review of international bond issuance proposals by such enterprises shall be carried out according to their organizational and operational regulations and they shall bear responsibility in accordance with the law.

Article 20. Approval of the issuance plan for corporate bonds

1. For state-owned enterprises and corporations issuing bonds with government guarantees:

After evaluating the corporate bond issuance plan and soliciting opinions from relevant agencies, the Ministry of Finance compiles and submits to the Prime Minister a report on the evaluation of the corporate bond issuance plan, simultaneously recommending the possibility of issuing corporate bonds to the international capital market for the Prime Minister's consideration and decision.

2. For non-state-owned enterprises issuing non-government-guaranteed bonds:

a) The approval of the issuance plan for international corporate bonds shall be carried out by enterprises in accordance with their charter on organization and operation, and they shall bear full responsibility under the law.

b) After the issuance plan for corporate bonds has been approved, the issuing enterprise shall submit the plan to the State Bank for confirmation that the loan amount falls within the total foreign commercial borrowing limit of the country. Within fifteen working days from receiving the corporate bond issuance plan, the State Bank shall take the lead and coordinate with the Ministry of Finance to verify the legality of the loan amount against the total foreign commercial borrowing limit of the country, and notify the enterprise to confirm that the issuance value is within the total foreign commercial borrowing limit of the country, while sending a copy to the Ministry of Finance for monitoring.

c) After completing the issuance, during the period of payment for the sale of corporate bonds, the issuing enterprise shall have the responsibility to register the loan before the end of the transaction (closing date) at the State Bank in accordance with current laws.

Article 21. Issuance of Government Guarantees for Corporate Bonds.

1. After the issuance plan for corporate bonds has been approved by the Prime Minister and permission granted for the issuance of guarantees, the Ministry of Finance shall take the lead in negotiating and agreeing with partners on the contents of the guarantee letter.

2. The issuance and management of Government guarantees for corporate bonds shall be carried out by the Ministry of Finance according to current regulations applicable to other foreign loans with Government guarantees.

3. Guarantee fees, collateral assets, handling of collateral assets, and other provisions shall be implemented in accordance with the current regulations on the issuance and management of Government guarantees.

Article 22. Issuing Organization

1. After the issuance plan for corporate bonds has been approved by the competent authorities as stipulated in Article 19 of this Decree, enterprises shall implement the preparation and issuance process as outlined in Article 7 of this Decree, acting as the Issuer.

2. After issuance, the issuing enterprise shall have the responsibility to report the results of the issuance to the approving authority and the Ministry of Finance.

Article 23. Use of Proceeds from Issuance

1. The issuing enterprise shall be fully responsible for using the proceeds from issuance for the intended purpose and effectively, ensuring compliance with current state regulations on foreign exchange.

2. For corporate bonds with Government guarantees, the Ministry of Finance shall supervise the use of funds in accordance with the current regulations on the issuance and management of Government guarantees.

Article 24. Repayment of Principal and Interest on Corporate Bonds

1. The issuing enterprise shall transfer funds directly to the payment agent according to the signed agreement to repay the principal and interest on corporate bonds to the bondholders when due.

2. For corporate bonds with Government guarantees, in any case where the issuing enterprise has not arranged full or partial repayment of its obligations, the issuing enterprise must report to the guarantee issuing agency at least forty-five days before the interest due date or ninety days before the principal due date to take appropriate measures.

3. The issuing enterprise shall carry out the opening and use of foreign borrowing and repayment accounts to receive proceeds from the issuance of corporate bonds, and to repay principal and interest on corporate bonds in accordance with the Foreign Exchange Management Ordinance and guidelines of the State Bank.

Chapter IV

RESPONSIBILITIES OF RELATED AUTHORITIES

Article 25. Responsibilities of the Ministry of Finance

1. Take the lead in drafting proposals for issuing government bonds to the international capital market, prepare plans for using the issued funds, and submit them to the Government for decision.

2. Take the lead and coordinate with relevant agencies to work with national credit rating agencies.

3. Select and sign contracts with foreign partners related to the issuance of government bonds after obtaining the Government's approval.

4. Complete the legal documentation for the issuance, take the lead in organizing the issuance, and implement the re-lending of funds from the issuance of international bonds.

5. Select the re-lending agency and implement the re-lending of international bond funds according to the current Government's re-lending regulations for foreign loans.

6. Supervise the proper and effective use of loan funds from the issuance of government bonds, implement the recovery of funds from the re-borrowers, and arrange and execute timely repayment of principal, interest, and related expenses for international bonds.

7. Monitor fluctuations in the prices of government bonds listed on the international capital market, analyze and evaluate market conditions, and implement restructuring of government bond debt when conditions are favorable.

8. Take the lead in reviewing proposals for issuing international bonds by state-owned enterprises and proposals for issuing government-guaranteed bonds.

9. Guide state-owned enterprises issuing government-guaranteed corporate bonds in determining credit ratings, preparing issuers, and ensuring the effective and proper use of borrowed funds according to approved bond issuance plans, guaranteeing the ability to recover funds for bond repayment.

10. Serve as the point of contact for providing information to foreign partners as stipulated in agreements signed during the issuance of international bonds.

11. Organize the accounting through the state budget of the proceeds from issuing government bonds in accordance with current regulations.

12. Issue Regulations on procedures and formalities related to the process of issuing international bonds.

Article 26. Responsibilities of the State Bank

1. Coordinate with the Ministry of Finance in all stages of preparation and implementation of the issuance of government bonds in accordance with international practices and in compliance with Vietnamese law.

2. Coordinate with the Ministry of Finance and relevant agencies to provide data and documents needed to verify the prospectus during the preparation of government bond issuance.

3. Provide necessary data and documents at the request of the Ministry of Finance and coordinate with agencies assessing credit ratings.

4. Register loans for enterprises issuing bonds under self-borrowing and self-repayment methods.

Article 27. Responsibilities of the Ministry of Planning and Investment

1. Coordinate with the Ministry of Finance in drafting and reviewing proposals for issuing government bonds.

2. Coordinate with the Ministry of Finance and relevant agencies to provide data and documents needed to verify the prospectus during the preparation of government bond issuance.

3. Provide the Ministry of Finance with data related to its areas of management and work with credit rating agencies.

4. Coordinate with the Ministry of Finance in evaluating national debt indicators related to the issuance of international bonds.

Article 28. Responsibilities of the Ministry of Justice

1. Perform the role of providing domestic legal advice to the Issuer for each issuance of government bonds.

2. Participate in providing opinions on legal issues in guarantee contracts for bond issuances, other related legal contracts, and agreements regarding government guarantees before submitting them to the Prime Minister for decision.

3. Review discrepancies between agreements on the issuance of government bonds and corporate bonds with domestic laws and monitor the handling of these issues during the implementation of such agreements.

4. Provide legal opinions on agreements for the issuance of government bonds and corporate bonds guaranteed by the Government and provide legal opinions on the legal status of the Issuer and the guarantor agencies upon request.

Article 29. Responsibilities of Other Relevant Agencies

1. Coordinate with the Ministry of Finance in providing periodic or ad hoc data to serve the assessment of national credit ratings, corporate credit ratings, and work together with credit rating agencies.

2. Coordinate with the Ministry of Finance and the Ministry of Justice in providing necessary data and information to draft prospectuses, prepare legal opinions, and participate in data verification sessions alongside the consortium of guarantee banks and relevant entities involved in the issuance.

Article 30. Responsibilities of Enterprises Borrowing Funds from Government Bond Issuance

1. Comply with the current regulations on the re-lending of foreign loans by the Government.

2. Provide complete documentation on investment projects expected to use funds from international bond issuance to the Ministry of Finance for review and to develop a plan for issuing corporate bonds.

3. Fully bear legal responsibility for the use of funds from the issuance of government bonds according to the approved objectives by the Government. Any misuse or failure to fulfill committed obligations will be handled according to the law.

4. Commit to and be responsible for timely and full repayment of payment obligations to the Ministry of Finance in accordance with the re-lending contract agreements.

5. Maintain accounting records, financial reports, and appropriate supporting documents on the withdrawal and use of re-loans and submit quarterly and annual reports regularly to the Ministry of Finance.

6. Regularly or at the request of the Ministry of Finance, enterprises borrowing must submit evaluation reports and provide explanatory materials related to the effectiveness of using re-loan funds from the issuance of government bonds.

Article 31. Responsibilities of Enterprises Guaranteed by the Government for Bond Issuance or Directly Issuing International Bonds

1. Enterprises guaranteed by the Government for the issuance of international bonds are responsible for implementing the current regulations on the provision and management of government guarantees.

2. Enterprises directly issuing international bonds (with or without government guarantees) fully bear legal responsibility for the use of funds from issuance, fulfilling all obligations of international bonds, complying with current state regulations on foreign borrowing and repayment, and foreign exchange management.

3. All enterprises issuing international bonds in any form shall comply with reporting requirements as stipulated in Article 33 of this Decree.

Chapter V

ACCOUNTING, AUDITING, SUPERVISION AND REPORTING REGIME

Article 32. Accounting

1. For government bonds, the accounting of proceeds from selling government bonds shall be carried out in accordance with the current provisions of the State Budget Law.

2. Enterprises borrowing international bonds from the Government and issuing enterprises are responsible for implementing the accounting system and finalizing investment capital in accordance with current regulations.

Article 33. Reporting

1. Quarterly and annually, enterprises issuing government-guaranteed bonds or borrowing from international bond funds of the Government shall be responsible for reporting the situation regarding the allocation and use of bond funds and debt repayment to the Ministry of Finance in accordance with the provisions set out in the Regulation on Issuance and Management of Government Guarantees and the Regulation on Use and Supervision of Funds Raised from Issuing Government Bonds.

2. The deadline for quarterly reports is the last day of the first month of the following quarter, and for annual reports, it is before January 31 of the following year.

3. Enterprises issuing bonds without government guarantees shall comply with the reporting requirements stipulated by the State Bank and as requested by the Ministry of Finance.

Article 34. Monitoring and Supervision

The Ministry of Finance, the agency lending international bond funds of the Government, and the agency issuing government guarantees shall monitor and supervise the use of capital for projects borrowing from international bond funds of the Government and for enterprises issuing bonds with government guarantees, ensuring that the capital is used for its intended purpose, and that international bonds are recovered and settled in accordance with the current Regulations on Lending Foreign Borrowed Capital of the Government, the Regulation on Issuance and Management of Government Guarantees, and the Regulation on Use and Supervision of Funds Raised from Issuing International Bonds for each issuance period issued by the Ministry of Finance.

Article 35. Audit of Loans

At the end of the fiscal year, enterprises issuing bonds with government guarantees or borrowing from international bond funds of the Government shall select an auditing company to conduct a comprehensive audit of the annual financial reports on the use of international bond funds and submit them to the Ministry of Finance within fifteen days after the audit report is completed.

Chapter VI

IMPLEMENTING PROVISIONS

Article 36. Guidance on Implementation

The Ministry of Finance shall coordinate with relevant ministries and sectors to provide guidance on the implementation of this Decree.

Article 37. Effective Date

1. This Decree takes effect from July 30, 2009.

2. Any previous regulations that conflict with the provisions of this Decree are hereby abolished.

3. Ministers, heads of agencies equivalent to ministries, heads of government agencies, enterprises, organizations, and individuals concerned are responsible for implementing this Decree./.