Decree No. 90/2011/NĐ-CP on the issuance of corporate bonds

DECREE

ON THE ISSUE OF CORPORATE BONDS

THE GOVERNMENT

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

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Securities Law on June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law on November 24, 2010;

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

Pursuant to the Foreign Exchange Decree dated December 13, 2005;

Considering the proposal of the Minister of Finance,

DECREE:

PART I
GENERAL PROVISIONS

Article 1. Scope and objects regulated

1. This Decree stipulates the issuance of individual corporate bonds within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to international markets by enterprises.

2. Enterprises subject to this Decree include:

a) Joint-stock companies;

b) Limited liability companies.

3. The issuance of corporate bonds by enterprises in the banking and securities sectors must comply with both this Decree and relevant specialized laws. In cases where provisions of specialized laws differ from those of this Decree, enterprises issuing corporate bonds shall follow the provisions of the specialized laws.

Article 2. Interpretation of Terms

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

1. "Corporate bond" refers to a debt security issued by an enterprise that confirms the enterprise's obligation to repay principal, interest, and other obligations (if any) to the bondholder.

2. "Convertible bond" refers to a type of bond issued by a joint-stock company that can be converted into ordinary shares of the issuing enterprise under conditions specified in the bond issuance plan.

3. "Secured bond" refers to a bond secured for full or partial repayment of principal and interest at maturity by assets of the issuing enterprise or third parties; or guaranteed for payment by a financial or credit organization authorized to provide payment guarantee services.

4. "Individual bond issuance" refers to the issuance of bonds to fewer than one hundred (100) investors, excluding professional investors, without using mass media or the internet.

5. "Bond issuance guarantee" refers to a method of bond issuance where the issuing enterprise sells bonds through a bond issuance guarantor organization.

6. "Bid-based bond issuance" refers to a method of bond issuance where the issuing enterprise selects organizations meeting the bidding requirements to purchase bonds.

7. "Agency bond issuance" refers to a method of bond issuance where the issuing enterprise entrusts another organization to sell bonds to potential buyers.

8. "Retail bond issuance" refers to a method of bond issuance where the issuing enterprise directly sells bonds to individual buyers.

9. "Credit rating factor" refers to the factor determined by credit rating organizations to assess countries (national credit rating) or enterprises (enterprise credit rating) regarding their reliability, investment risk level, and ability to repay loans.

10. "Bond custody" refers to the act of bondholders depositing their bonds with an organization authorized to hold and preserve bonds to facilitate the exercise of rights over the bonds.

11. "Legal advisory" refers to a law firm selected to advise the issuing enterprise or a combination of guarantor organizations on relevant legal regulations concerning the bond issuance round, drafting the prospectus, and providing legal opinions for the bond issuance round.

12. "Legal advisory contract" refers to the agreement signed between the issuing enterprise and a combination of guarantor organizations and one or more law firms regarding the provision of domestic, foreign, or international legal advisory services.

13. "Legal opinion" refers to a document issued by the legal advisor in accordance with Vietnamese law and international practices regarding the legal basis for transactions related to bond issuance and settlement conducted based on Vietnamese law, treaties, international agreements, foreign-related contracts, and other legal documents.

14. "Bond swap" refers to the simultaneous purchase and sale of two different bonds issued by the same enterprise at the same time with the aim of restructuring the enterprise's debt portfolio.

15. "State-owned enterprise" refers to an enterprise in which the State owns more than fifty percent (50%) of the charter capital, as stipulated in Clause 22, Article 4 of the Enterprise Law.

Article 3. Purpose of Issuing Bonds

1. Implementing investment programs and projects of enterprises.

2. Increasing the scale of operating capital of enterprises.

3. Restructuring debts of enterprises.

Article 4. Principles of Issuing Bonds

1. The list of bond issuance shall be based on the principle of self-borrowing, self-repayment, and self-responsibility for the effectiveness of capital utilization.

2. Bond issuance activities must ensure transparency, fairness, and protection of the legitimate rights and interests of investors.

3. Issuing bonds to restructure debt must ensure that bonds are not issued to the international market to restructure debt in Vietnamese dong.

4. For issuing bonds to invest in programs and projects, the issuer enterprise must maintain a minimum equity ratio of twenty percent (20%) of the total investment amount of the program or project.

5. In cases where enterprises issue bonds to the international market, in addition to complying with the provisions of this Decree, they must also comply with the laws on foreign borrowing and repayment.

Article 5. Types and Forms of Bonds

1. Non-convertible Bonds

a) Non-convertible bonds are either secured or unsecured bonds, accompanied by warrants or without warrants;

b) The issuers of non-convertible bonds are joint-stock companies and limited liability companies. The issuers of non-convertible bonds accompanied by warrants are joint-stock companies.

2. Convertible Bonds

a) Convertible bonds are either secured or unsecured bonds, accompanied by warrants or without warrants;

b) The issuers of convertible bonds are joint-stock companies.

3. Bonds are issued in the form of certificates, book-entry records, or electronic data.

Article 6. Tenure of Bonds

1. Corporate bonds have a tenure of one (01) year or more.

2. The enterprise issuing the bonds decides the tenure of the bonds based on the need for capital usage and publishes it in the issuance plan.

Article 7. Currency for Issuance and Payment of Bonds

1. For bonds issued in the domestic market, the currency of issuance is the Vietnamese dong.

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

3. The currency used for principal and interest payments of bonds is the same as the currency of issuance.

Article 8. Transfer of Bonds

Convertible bonds and warrants issued together with non-convertible bonds may not be transferred for a minimum of one (01) year from the completion date of the issuance period, except in cases of transfer to or between professional securities investors.

Chapter II

DOMESTIC BOND ISSUANCE

Article 9. Par Value of Bonds

The minimum par value of bonds is one hundred thousand (100,000) dong, and other par values are multiples of one hundred thousand (100,000) dong.

Article 10. Objectives of Purchasing Bonds

1. Bond purchasers are Vietnamese organizations and individuals and foreign organizations and individuals.

2. Organizations in Vietnam are not allowed to use state budget funds to purchase bonds.

Article 11. Rights of Bondholders

1. To be guaranteed by the issuing enterprise to receive full and timely payment of principal and interest of the bonds upon maturity and to ensure the implementation of accompanying rights (if any).

2. To use bonds for transfer, lending, gifting, inheritance, discounting, and collateral in civil and credit relationships according to current laws.

Article 12. Nominal interest rate of bonds

1. The nominal interest rate of bonds may be determined according to one of the following methods:

a) Fixed for the entire term of the bond;

b) Floating based on market interest rates;

c) A combination of fixed and floating interest rates.

2. In cases where bonds are issued under the floating interest rate methods specified in points b and c of Clause 1 of this Article, the issuing enterprise must disclose the reference basis used to determine the nominal interest rate of floating-rate bonds in the issuance plan and publicly announce it to the bond purchasers.

3. The issuing enterprise determines the nominal interest rate of bonds for each issuance period in accordance with the enterprise's capacity and financial capability. For credit organizations, the determination of the nominal interest rate of bonds must also comply with the provisions of the Law on Credit Institutions and guiding documents.

Article 13. Conditions for Issuing Bonds

1. For non-convertible bonds

a) The enterprise has been operating for at least one (01) year from the date the enterprise officially commenced operations;

b) The results of production and business activities in the immediately preceding year before the issuance year must show a profit according to the audited financial statements by the State Audit Agency or an independent auditing organization legally permitted to operate in Vietnam. The audited financial statement of the issuing enterprise must be an unqualified audit opinion report. In cases where the issuing enterprise does not have the audited financial statement of the immediately preceding year before April 1st of the issuance year, it must have:

- An audited financial statement of the year prior to the immediately preceding year with profitable production and business activities;

- The most recent quarterly audited financial statement with profitable production and business activities (if available);

- The financial statement of the immediately preceding year with profitable production and business activities approved by the Board of Directors, the Members' Council, or the Company Chairman in accordance with the company's charter.

c) Meeting the requirements for capital adequacy ratios and other restrictions to ensure safety in operations for businesses in regulated industries as stipulated by specialized laws;

d) Having an issuance plan for bonds approved and accepted by the competent authority as provided for in Articles 14 and 15 of this Decree.

2. For convertible bonds or bonds accompanied by warrants, in addition to meeting the conditions set forth in Clause 1 of this Article, the issuing enterprise must also meet the following conditions:

a) Belonging to the category eligible to issue convertible bonds or bonds accompanied by warrants;

b) Ensuring the participation ratio of foreign parties in Vietnamese enterprises as prescribed by current laws;

c) Each issuance of convertible bonds must be separated by at least six (06) months.

Article 14. Issuance Plan for Bonds and Approval Authority

1. The issuing enterprise must develop an issuance plan for bonds to be submitted to the competent authority for approval and acceptance in accordance with Clause 3 of this Article and Article 15 of this Decree, serving as the basis for issuing bonds and announcing them to potential bond purchasers.

2. The issuance plan for bonds must include the following basic contents:

a) General information about the industry, business sector, financial situation, and business performance of the enterprise;

b) Purpose of issuing bonds and the plan for using the proceeds from the issuance of bonds;

c) Quantity, type, term, and expected nominal interest rate of bonds to be issued;

d) Conversion ratio, conversion period, conversion price, and stock price fluctuation range (if applicable) for convertible bonds; purchase price and exercise time for bonds accompanied by warrants;

đ) Method of issuing bonds and organizations participating in guaranteeing issuance, payment guarantee, distribution agents, principal repayment and interest payment agents;

e) Plan for arranging sources and method of repaying principal and paying interest on bonds;

g) Other commitments to bondholders.

3. Approval authority for the issuance plan for bonds

a) For convertible bonds and bonds accompanied by warrants: The Shareholders' Meeting approves the issuance of bonds.

b) For other types of bonds, except for the case specified in point a of this clause: The Shareholders' Meeting or the Board of Directors, or the Members' Council, or the Company Chairman approves the issuance plan for bonds based on the organizational structure of the enterprise and the provisions of the Enterprise Charter.

Article 15. Approval of Bond Issuance Plan of State-Owned Enterprises

1. In addition to complying with the provisions of Article 14 of this Decree, the bond issuance plan of state-owned enterprises must be reviewed and approved by the owner before the issuance organization, specifically as follows:

a) For state-owned enterprises with 100% state capital established by the Prime Minister's decision, the bond issuance plan must be reviewed and approved by the main business management ministry;

b) For state-owned enterprises with 100% state capital established and owned by ministries, sectors, or provincial/municipal people's committees under the central government, the bond issuance plan must be reviewed and approved by the relevant ministries, sectors, or provincial/municipal people's committees;

c) For state-owned enterprises organized in the form of joint-stock companies or limited liability companies with two or more members, the bond issuance plan must be reviewed and approved by the organization entrusted with the function of representing state capital in the enterprise;

2. The application dossier for approval of the bond issuance plan of state-owned enterprises includes:

a) A request for approval of the bond issuance plan;

b) The bond issuance plan and the approval decision on the bond issuance plan as prescribed in Article 14 of this Decree;

c) The audited financial report of the year immediately preceding the issuance year as prescribed in point b, Clause 1, Article 13 of this Decree.

3. Procedures for approving the bond issuance plan:

a) The issuing enterprise sends the application dossier for approval of the bond issuance plan as prescribed in Clause 2 of this Article to the owner;

b) Within five (5) working days from the date of receipt of the dossier, the owner is responsible for checking the completeness and validity of the dossier. If the dossier is incomplete or invalid, the owner requests the enterprise to supplement the dossier according to the regulations;

c) Within thirty (30) days from the date of receipt of the complete and valid dossier, the owner must provide a written response regarding the approval or non-approval of the bond issuance plan of the enterprise. In case of non-approval, the owner must specify the reasons.

Article 16. Issuance Dossier of Bonds

1. The issuance dossier of bonds prepared by the enterprise for registration of bond issuance and publication to potential bond buyers.

2. The issuance dossier of bonds includes:

a) The bond issuance plan and the approval decision on the bond issuance plan of the competent authorities as prescribed in Articles 14 and 15 of this Decree;

b) Documents and legal instruments proving that the enterprise meets the conditions for bond issuance as prescribed in Article 13 of this Decree;

c) The credit rating results of the credit rating organization for the bond issuer and the type of issued bonds (if applicable);

d) Guarantee contracts for issuance, payment guarantee contracts, agency contracts, and other related documents (if applicable);

đ) Legal documents proving that projects using bond funds have completed investment procedures and received investment decisions from competent authorities in cases where bonds are issued to implement corporate investment programs and projects.

Article 17. Methods of Issuing Bonds

1. Bonds shall be issued through the following methods:

a) Auction issuance of corporate bonds;

b) Guarantee issuance of corporate bonds;

c) Agency issuance of corporate bonds;

d) Direct sale to bond investors (for issuers that are credit institutions).

2. The Ministry of Finance shall provide detailed guidance on the methods of issuing bonds.

Article 18. Participants in Auctions, Guarantees, and Agency Issuance

Participants in auctions, guarantees, and agency issuance of corporate bonds include securities companies, credit institutions, and other financial institutions permitted to provide auction, guarantee, and agency issuance services under current laws.

Article 19. Registration, Listing, and Trading of Bonds

1. Bonds shall be registered with organizations permitted to register securities or deposited with credit institutions at the request of bondholders.

2. Bonds shall be listed and traded on the Stock Exchange. The registration, listing, and trading of bonds shall be carried out in accordance with securities laws.

Article 20. Issuance Costs and Bond Payments

1. Issuance costs and bond payments shall be borne by the issuing enterprise and recorded in the value of the project using the issuance funds or the enterprise's operating expenses, depending on the purpose of use.

2. Auction fees, guarantee fees, and agency issuance fees for bonds shall be agreed upon between the issuing enterprise and the organization accepting the auction, guarantee, or agency issuance; the issuing enterprise shall be responsible for paying these fees to the organization accepting the auction, guarantee, or agency issuance in a transparent manner.

3. The recording of issuance costs and bond payments for corporate bonds shall be conducted in accordance with current laws.

Article 21. Principal and Interest Repayment of Bonds

1. The issuing enterprise shall allocate sources for principal and interest repayment of bonds from legitimate enterprise funds.

2. For bonds secured by assets of the issuing enterprise or third parties, when the issuing enterprise cannot balance the source of debt repayment, the secured assets shall be liquidated to repay the principal and interest of the bonds according to current laws when due.

3. For bonds guaranteed for payment by financial institutions or credit institutions, when the issuing enterprise cannot balance the source of debt repayment, the guarantor institutions shall be responsible for allocating funds to repay the principal and interest to bondholders according to the agreement between the issuing enterprise and the guarantor institution.

Article 22. Redemption and Exchange of Bonds

1. The issuing enterprise may only redeem bonds early or exchange bonds to restructure debt if there is a redemption or exchange plan approved by the competent authority based on an agreement between the issuing enterprise and the bondholder.

2. Organizations and individuals authorized to approve or consent to the issuance plans stipulated in Articles 14 and 15 of this Decree are also the organizations and individuals authorized to approve or consent to the redemption or exchange plans of bonds.

3. The State Bank of Vietnam shall provide specific guidance on the redemption and exchange of bonds issued by credit institutions.

Chapter III
ISSUING BONDS TO THE INTERNATIONAL MARKET

Article 23. Conditions for Issuing Bonds

1. For non-convertible bonds

a) The issuer must have been operating for a minimum period of three (03) years from the date it officially commenced operations;

b) The results of production and business activities over the three (03) consecutive years immediately preceding the issuance year must show profits according to the financial statements audited by the State Audit Agency or an independent auditing organization legally permitted to operate in Vietnam. The audited financial statements of the issuer for the three consecutive years immediately preceding the issuance year must be a full acceptance audit report;

c) Meeting the requirements for capital adequacy ratios and other restrictions to ensure safety in operations for businesses in regulated industries as stipulated by specialized laws;

d) The issue value of international bonds must be confirmed by the State Bank to fall within the total annual foreign trade loan limit approved by the Prime Minister;

đ) Meeting the requirements of the international market regarding credit ratings for bond issuance. Specifically, state-owned enterprises must ensure a minimum credit rating equal to the national credit rating;

e) The bond issuance plan must be approved and accepted by the competent authority as stipulated in Articles 24 and 26 of this Decree;

g) The issuer must complete the issuance documentation in accordance with the applicable laws of the issuance market for each issuance round and form;

2. For convertible bonds and bonds accompanied by warrants:

In addition to meeting the conditions specified in Clause 1 of this Article, issuers of convertible bonds or bonds accompanied by warrants must also meet the following conditions:

a) Belonging to the category eligible to issue convertible bonds or bonds accompanied by warrants;

b) Ensuring the participation ratio of foreign parties in Vietnamese enterprises as prescribed by current laws;

c) Each issuance of convertible bonds must be separated by at least six (06) months.

Article 24. Bond Issuance Plan and Approval Authority

1. The issuer shall develop a bond issuance plan to be submitted to the competent authority for approval and acceptance in accordance with this Article and Article 26 of this Decree, serving as the basis for bond issuance and disclosure to potential bond buyers;

2. The bond issuance plan includes the contents prescribed in Clause 2 of Article 14 of this Decree and the following contents:

a) Anticipated currency for bond issuance and payment;

b) Anticipated issuance market, analysis of issuance market conditions, and compliance with issuance market requirements;

c) Anticipated selection of underwriters, legal advisors, and related agents;

d) Capital allocation plan, principal and interest repayment methods, and financial risk management;

3. Approval authority for the issuance plan for bonds

a) For convertible bonds and bonds accompanied by warrants: The Shareholders' Meeting approves the bond issuance plan;

b) For other types of bonds, except in the case provided for in point a of this clause: The Shareholders' Meeting or the Board of Directors, or the Board of Members, or the Company Chairman approves the bond issuance plan based on the company's organizational structure and in accordance with the Company Charter;

Article 25. Confirmation and Registration of Foreign Trade Loan for International Bond Issuance

1. An enterprise issuing bonds to the international market must go through the procedures for confirming and registering a foreign trade loan with the State Bank of Vietnam;

2. The confirmation and registration dossier for foreign trade loans for international bond issuance includes the enterprise's request letter and the approved bond issuance plan as stipulated in Article 24 of this Decree;

3. Procedures and formalities for confirmation and registration of foreign trade loans:

a) The issuer submits the application dossier for confirmation and registration of foreign trade loans for international bond issuance as prescribed in Clause 2 of this Article to the State Bank of Vietnam;

b) Within five (5) working days from the date of receipt of the dossier, the State Bank of Vietnam checks the completeness and validity of the dossier. If the dossier is incomplete or invalid, the State Bank of Vietnam requests the enterprise to supplement and amend;

c) Within ten (10) days from the date of receipt of a complete and valid dossier, the State Bank of Vietnam responds in writing to the enterprise regarding the confirmation of the foreign trade loan for international bond issuance falling within the total annual foreign trade loan limit of the country approved by the Prime Minister. If the foreign trade loan for international bond issuance of the enterprise is not confirmed, the State Bank must notify in writing and specify the reasons.

Article 26. Review and Approval of Corporate Bond Issuance Plans for State-Owned Enterprises

1. In addition to complying with the provisions set forth in Article 24 of this Decree, the bond issuance plan of state-owned enterprises for international markets must be reviewed and submitted to the Prime Minister for consideration and approval; specifically as follows:

a) For state-owned enterprises with 100% state capital established by the decision of the Prime Minister, the bond issuance plan must be reviewed by the ministry managing the main business sector and submitted to the Prime Minister for consideration and approval;

b) For state-owned enterprises with 100% state capital established by ministries, sectors, or provincial/municipal People's Committees and serving as the owner, the bond issuance plan must be reviewed by the relevant ministry, sector, or provincial/municipal People's Committee and submitted to the Prime Minister for consideration and approval;

c) For state-owned enterprises organized in the form of joint-stock companies or limited liability companies with two or more shareholders, the bond issuance plan must be reviewed by the organization entrusted with the function of representing state capital at the enterprise and submitted to the Prime Minister for consideration and approval.

2. The application dossier for reviewing the bond issuance plan for international markets of state-owned enterprises includes:

a) A request for approval of the bond issuance plan;

b) The bond issuance plan and the decision approving the bond issuance plan in accordance with the provisions of Article 24 of this Decree;

c) Audited financial reports of three (03) consecutive years immediately preceding the issuance year, audited in accordance with the provisions of point b, Clause 1, Article 23 of this Decree.

3. Procedures for reviewing and approving the bond issuance plan:

a) The issuing enterprise sends the application dossier for approval of the bond issuance plan in accordance with the provisions of Clause 2 of this Article to the unit responsible for review in accordance with the provisions of Clause 1 of this Article.

b) Within five (5) working days from the date of receipt of the dossier, the reviewing unit is responsible for checking the completeness and validity of the dossier. If the dossier is incomplete or invalid, the enterprise is requested to supplement and amend the dossier in accordance with the regulations.

c) Within thirty (30) days from the date of receipt of the complete and valid dossier, the reviewing unit must provide a written opinion on the results of the review of the bond issuance plan and simultaneously proceed to report to the Prime Minister for consideration and approval.

d) Within fifteen (15) days from the date of receipt of the written review result of the reviewing unit along with the issuance dossier, the Prime Minister provides a written response to the reviewing unit and the enterprise regarding approval or non-approval for the enterprise to issue bonds on the international market.

The approval document for the enterprise to issue bonds does not mean that the Government guarantees payment for the enterprise issuing bonds on the international market.

Article 27. Issuance Dossier

1. The issuance dossier consists of legal documents prepared by the issuing enterprise in coordination with legal advisors and related organizations in accordance with the laws of the issuance market and the provisions of this Decree. The enterprise uses the issuance dossier to register for bond issuance and publish it for potential bond buyers.

2. The issuance dossier includes the following documents:

a) The approved bond issuance plan in accordance with the provisions of this Decree;

b) The prospectus;

c) The underwriting agreement; payment guarantee agreement, settlement agency agreement (if applicable);

d) Legal advisory contract;

đ) Legal opinion;

e) Agency agreements;

g) Legal documents proving that projects using international bond funds have completed investment procedures and received investment decisions from authorized bodies in cases where bonds are issued to implement corporate investment programs and projects;

h) Confirmation from the credit rating company about the credit rating of the issuing enterprise;

i) Confirmation from the State Bank regarding the registration of the value of bonds issued on the international market within the annual total limit of foreign trade loans approved by the Prime Minister;

k) Other documents as required by the issuance market.

Article 28. Issuance of Bonds

1. The issuance of bonds to the international market shall only be carried out when the issuing enterprise has met the provisions set forth in Articles 23, 24, 25, 26, 27, and 30 of this Decree and at the same time meets the issuance conditions stipulated in the issuance market.

2. The issuing enterprise shall coordinate with the bond issuance guarantor organizations, agents, and legal advisors to organize the issuance of bonds in accordance with the regulations of the issuance market.

Article 29. Principal and Interest Repayment on 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 bonds to the bondholders upon maturity.

2. The issuing enterprise shall implement the opening and use of foreign borrowing and repayment accounts to receive proceeds from bond issuance and to repay the principal and interest on bonds in accordance with the laws on foreign exchange management.

Chapter IV
ANNOUNCEMENT OF ISSUANCE, PUBLIC DISCLOSURE OF INFORMATION ON REPORTING REGIMES AND VIOLATION HANDLING

Article 30. Notice and Registration for Bond Issuance

1. Enterprises issuing bonds domestically and internationally must notify the Ministry of Finance in writing about the bond issuance.

2. For public companies issuing convertible bonds or warrant-linked bonds, after obtaining approval from the competent authority in accordance with Chapters II and III of this Decree, they must register with the State Securities Commission and can only issue bonds upon receiving a written opinion from the State Securities Commission.

3. The Ministry of Finance shall provide detailed guidance on the registration for corporate bond issuance.

Article 31. Public Disclosure of Information

1. For domestic bond issuance

a) The issuing enterprise is responsible for disclosing information to investors who have registered to purchase bonds. The disclosure of information shall not contain promotional, solicitation content, nor shall it be publicly disseminated through mass media, except where required by securities laws and related legal documents. The disclosed information includes:

- Total value of bonds issued and their term;

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

- Bond issuance plan, fund usage plan from bond issuance, debt repayment plan for principal and interest on bonds, all approved by the competent authority;

- Credit rating agency's classification results (if applicable).

b) Within fifteen (15) days from the completion of the bond issuance period, the issuing enterprise must disclose information about the issuance results with the following basic contents:

- Volume of successfully issued bonds;

- Term and interest rate of the bonds.

2. Enterprises issuing bonds to the international market shall disclose information in accordance with the regulations of the issuance market.

3. Public companies, in addition to complying with this Decree, must also disclose information in accordance with securities laws.

Article 32. Reporting Regime

1. Regarding issuance results:

Not later than fifteen (15) days after completing the entire bond issuance period, the issuing enterprise is responsible for reporting the issuance results to the approving and approving authorities of the bond issuance plan, sending copies to the Ministry of Finance. In the case of international bond issuance, the issuing enterprise shall report the issuance results to both the State Bank of Vietnam.

2. Regarding principal and interest repayment and capital utilization from bond issuance:

a) Annually until the full principal and interest on bonds are due, the issuing enterprise is responsible for reporting to the approving and approving authorities of the bond issuance plan on the situation of principal and interest repayment on bonds and capital utilization from bond issuance, sending copies to the Ministry of Finance and the State Bank of Vietnam (in the case of international bond issuance);

b) Not later than fifteen (15) days after the full principal and interest on bonds are due, the issuing enterprise is responsible for reporting to the approving and approving authorities of the bond issuance plan on the situation of principal and interest repayment on bonds and capital utilization from bond issuance, sending copies to the Ministry of Finance and the State Bank of Vietnam (in the case of international bond issuance).

3. Specifically for convertible bonds or warrant-linked bonds, within ten (10) days from the completion of the conversion of convertible bonds into shares or the exercise of rights to purchase shares by warrant holders, the issuing enterprise is responsible for reporting to the approving and approving authorities of the bond issuance plan, sending copies to the Ministry of Finance and the State Bank of Vietnam (in the case of international bond issuance). The report includes:

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

- Stock code converted, number of shares converted, and allocation of shares among investors;

- Anticipated time for stock registration, listing, trading, and relevant documents for registration, listing, and trading (if applicable).

Article 33. Handling Violations

Organizations and individuals violating the provisions of this Decree shall be subject to disciplinary action, administrative violation handling under the law on administrative penalties in the securities sector, or criminal liability追究刑事责任，根据现行法律规定。

Chapter V
OF RELATED ORGANIZATIONS AND INDIVIDUALS

Article 34. Ministry of Finance

1. To take the lead and coordinate with relevant agencies to guide the implementation of the provisions of this Decree.

2. Aggregate and monitor the situation of corporate bond issuance in accordance with the provisions of this Decree.

Article 35. State Bank of Vietnam

1. Guide, organize confirmation and registration of the value of corporate bonds issued to the international market within the annual foreign trade credit limit approved by the Prime Minister.

2. Guide credit organizations to issue bonds in accordance with the Law on Credit Institutions and this Decree.

3. Specify the use of corporate bonds for transactions in the money market; discounting, pledging of bonds in credit relationships between credit organizations and bondholders in accordance with relevant laws.

Article 36. Board of Directors, Shareholders' Meeting, Board of Members, Company Chairman

1. Approve the issuance plan of corporate bonds in accordance with this Decree.

2. Supervise the raising and use of funds from issuing corporate bonds in accordance with the law and the company's charter.

Article 37. Owner of state-owned enterprises

1. Approve the issuance plan of corporate bonds of state-owned enterprises in the domestic market in accordance with Article 14 of this Decree.

2. Review the issuance plan of corporate bonds to the international market of state-owned enterprises to report to the Prime Minister for approval in accordance with Article 26 of this Decree.

3. Manage and supervise the issuance, use of funds from issuing corporate bonds and repayment of principal and interest when due.

4. Perform other tasks as prescribed by this Decree.

Article 38. Issuing enterprise

1. Bear full responsibility for raising capital through the issuance of corporate bonds, allocation, management, and use of funds from issuing bonds for their intended purposes effectively according to the approved issuance plan.

2. Pay the principal and interest of corporate bonds fully and on time when due and ensure the implementation of accompanying rights (if any) for bondholders.

3. Fully perform obligations regarding registration of issuance, information disclosure, and reporting system as stipulated in this Decree and related legal documents; at the same time, bear responsibility for the accuracy and truthfulness of disclosed information.

4. By November 1st each year, be responsible for registering the issuance plan of corporate bonds to the international market for the following year for the State Bank of Vietnam and the Ministry of Finance to consolidate and report to the Prime Minister for consideration and approval of the total annual foreign trade credit limit.

5. Fully fulfill responsibilities towards agents, organizations, and individuals involved.

6. Be responsible for the accuracy, truthfulness, and completeness of financial reports; implement financial management, reporting, and statistical accounting systems as prescribed by law.

Chapter VI
IMPLEMENTING PROVISIONS

Article 39. Effective date

1. This Decree takes effect from December 1, 2011.

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

3. Any provisions in previous documents concerning the issuance of corporate bonds that conflict with this Decree are hereby abolished.

Article 40. Guidance on Implementation

The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under the direct control of the central government; Boards of Directors, Members of Boards of Members, General Directors, Directors of enterprises issuing bonds shall be responsible for implementing this Decree./.