Circular No. 99/2015/TT-BTC guides the issuance of government-guaranteed bonds

CIRCULAR

Guidelines on the issuance of government-guaranteed bonds

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Pursuant to the Law on Public Debt Management dated June 17, 2009;

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

Based on Decree No. 215/2013/ND-CP dated December 23, 2013 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Based on Decree No. 01/2011/ND-CP dated January 5, 2011 of the Government on the issuance of government bonds, government-guaranteed bonds, and local government bonds;

Based on Decree No. 15/2011/ND-CP dated February 16, 2011 of the Government on the granting and management of government guarantees;

Pursuant to Decree No. 90/2011/NĐ-CP dated October 14, 2011 of the Government on the issuance of corporate bonds;

At the proposal of the Director of the Department of Financial Affairs of Banks and Financial Institutions,

The Minister of Finance issues this Circular guiding the issuance of government-guaranteed bonds.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Article 1. This Circular guides the issuance of government-guaranteed bonds (hereinafter referred to as guaranteed bonds) in the domestic market and international market.

Article 2. The subjects to which this Circular applies include enterprises, state policy banks, and financial and credit organizations issuing guaranteed bonds; agencies, organizations, and individuals related to the issuance of guaranteed bonds.

Article 3. Issuing Subjects

The issuing subjects of guaranteed bonds are enterprises, state policy banks, and financial and credit organizations (hereinafter collectively referred to as issuing subjects) that fall within the scope of entities eligible for government guarantees as provided for in Clause 2, Article 3 of Decree No. 01/2011/ND-CP dated January 5, 2011 of the Government on the issuance of government bonds, government-guaranteed bonds, and local government bonds (hereinafter referred to as Decree No. 01/2011/ND-CP).

Article 4. Purpose of Issuance

Guaranteed bonds are issued to invest in programs and projects as stipulated in Clause 2, Article 4 of Decree No. 01/2011/ND-CP.

Article 5. Conditions for Issuance

1. For Enterprises

a) Must fully meet the conditions for issuing guaranteed bonds as prescribed in Clause 1, Article 16 of Decree No. 01/2011/ND-CP when issuing bonds in the domestic market.

b) Must fully meet the conditions for issuing guaranteed bonds as prescribed in Article 40 of Decree No. 01/2011/ND-CP when issuing bonds in the international market.

2. For State Policy Banks Issuing Bonds in the Domestic Market

a) Must fully meet the conditions for issuing guaranteed bonds as prescribed in Clause 2, Article 16 of Decree No. 01/2011/ND-CP.

b) The volume of issuance of guaranteed bonds must be within the limit of government guarantees approved by the Prime Minister for each period.

3. For Financial and Credit Organizations Implementing Targeted Credit Programs of the State

a) Must fully meet the conditions for issuance as prescribed in Clause 2, Article 16 of Decree No. 01/2011/ND-CP of the Government.

b) Issue guaranteed bonds in the domestic market to implement targeted credit programs of the State according to decisions of the Prime Minister for each program and project.

Article 6. Conditions and Terms of Guaranteed Bonds

In addition to the conditions and terms prescribed in Article 6 of Decree No. 01/2011/ND-CP, the issuers of guaranteed bonds must comply with the following provisions:

1. Volume of Issuance

The volume of issuance per tranche is decided by the issuer but the cumulative total volume of issuance may not exceed the issuance guarantee limit for each period as approved by the competent authority under this Circular.

2. Issuance Interest Rate

a) The issuance interest rate for guaranteed bonds in the domestic market is decided by the issuer for each issuance tranche but may not exceed the interest rate range announced by the Ministry of Finance for each issuance tranche or during each period.

b) The issuance interest rate for guaranteed bonds in the international market is decided by the issuer for each issuance tranche based on the issuance plan approved by the Prime Minister and the market situation at the time of issuance.

Article 6. Issuance of additional bonds, repurchase and exchange of guaranteed bonds

1. The issuer of guaranteed bonds may issue additional bonds on the domestic market:

a) Based on cash flow management needs, the issuer of guaranteed bonds may consider issuing additional guaranteed bonds. The issuance of additional bonds must comply with the conditions regarding the volume of issuance and the issuance interest rate stipulated in Article 5 of this Circular. For policy banks, the volume of additional bond issuance must ensure that it falls within the guarantee limit for bond issuance approved by the Prime Minister during the year of additional issuance.

b) The time of issuance of additional bonds must be within two (02) years from the date of initial issuance and must have at least one (01) year remaining term at the time of additional issuance.

2. The issuer of guaranteed bonds may repurchase bonds before maturity to reduce debt obligations or restructure debt according to the proposal for issuing guaranteed bonds. The repurchase of guaranteed bonds must ensure the following principles:

a) There must be a repurchase plan approved by the competent authority. The approval level for the issuance plan is also the approval level for the repurchase plan.

b) Transparency, fairness, and effectiveness.

3. The issuer of guaranteed bonds may carry out bond exchanges to restructure debt. The bond exchange must ensure the following principles:

a) There must be an exchange plan approved by the competent authority. The approval level for the issuance plan is also the approval level for the bond exchange plan.

b) The guaranteed bond exchange plan must be reviewed and approved in writing by the Ministry of Finance before implementation.

c) Transparency, fairness, and effectiveness.

4. The issuer may apply the methods of organizing repurchases and exchanges of government bonds to implement the repurchase and exchange of guaranteed bonds.

5. The issuer is responsible for the effectiveness of the repurchase and exchange of guaranteed bonds and has the responsibility to report to the Ministry of Finance as prescribed in this Circular.

Chapter II

APPROVAL OF THE PROPOSAL FOR ISSUANCE OF GUARANTEED BONDS

Section 1. GUARANTEED BONDS ISSUED BY ENTERPRISES

Article 7. Documents for requesting guarantee issuance

1. For issuance of guaranteed bonds on the domestic market

a) A document proposing the issuance of guaranteed bonds by the issuer according to the model attached as Appendix 1 to this Circular.

b) Proposal for issuance of guaranteed bonds. In addition to the contents prescribed in Clause 1, Article 17 of Decree No. 01/2011/ND-CP, the proposal for issuance of guaranteed bonds must include the following additional contents:

- Information about investment programs and projects and their implementation status, including: investment decision by the competent authority; total investment amount; investment fields within the list of projects and programs eligible for guarantee consideration according to the Prime Minister's decisions in each period; plans and progress of investment; sources of funds, including the guaranteed bond capital and the implementation status of the program and project up to the date of submission.

- Proposed issuance plan for guaranteed bonds: total issuance volume divided by bond tenor and issuance time based on the progress and disbursement of the program and project. In case the proposed issuance is divided into multiple tranches over several years, the issuance plan must be detailed for each year.

c) Annual financial reports of three (03) consecutive years prior to the year of requesting issuance of guaranteed bonds, audited by the State Audit Agency or an independent auditing organization legally operating in Vietnam according to the laws on corporate bond issuance.

If the enterprise submits the application for issuance of guaranteed bonds before April 1st each year, it must provide financial statements as prescribed in point b, Clause 1, Article 13 of Decree No. 90/2011/ND-CP on corporate bond issuance.

d) Approval and consent documents for the issuance plan of corporate bonds by the competent authority according to the laws on corporate bond issuance;

đ) Other documents proving that the enterprise meets the conditions for issuing guaranteed bonds as stipulated in Article 4 of this Circular, including:

- Certified copies of the Enterprise Registration Certificate and the Charter of the enterprise.

- Documents proving that the program and project have completed investment and construction procedures according to the laws on investment and construction.

- Documents proving that the enterprise has invested at least twenty percent (20%) of its equity capital in the program and project.

- Other documents as prescribed by the laws on government guarantee issuance and management and the laws on corporate bond issuance.

2. For issuance of guaranteed bonds on the international market

a) A document proposing the issuance of guaranteed bonds by the issuer according to the model attached as Appendix 1 to this Circular.

b) Proposal for issuance of guaranteed bonds. In addition to the contents prescribed in Article 41 of Decree No. 01/2011/ND-CP, the proposal for issuance of bonds on the international market must include the additional contents prescribed in point b, Clause 1 of this Article.

c) Documents prescribed in points c, d, Clause 1, Article 42 of Decree No. 01/2011/ND-CP and points c, d, đ, Clause 1 of this Article.

Article 8. Approval Process for Guarantee Issuance

1. The enterprise shall submit one (01) set of documents as prescribed in Article 7 of this Circular to the Ministry of Finance for verification of completeness and validity of the documents and request for supplementary documents if necessary. In case the documents are complete, the Ministry of Finance will notify the enterprise to submit five (05) additional sets of documents to proceed with the examination process regarding the issuance proposal of guaranteed bonds.

2. Within thirty (30) working days from the date of receipt of all documents as stipulated in Clause 1 of this Article, the Ministry of Finance shall take the lead in coordinating with relevant ministries and sectors to examine and provide opinions on the issuance proposal of guaranteed bonds. The examination contents include:

a) The target and conditions for issuing guaranteed bonds as prescribed in this Circular.

b) Financial plans of the program/project and issuance plan of guaranteed bonds.

c) Usage and management plan for the issuance capital of guaranteed bonds, and arrangement plan for the repayment source of principal and interest of guaranteed bonds.

d) The business capacity and financial situation of the enterprise including: equity capital, payable debts, debt repayment capability, profit.

đ) The annual guarantee limit approved by the Prime Minister.

3. Based on the consolidated opinions of relevant ministries and sectors, the Ministry of Finance shall submit to the Prime Minister for consideration and approval of the issuance guarantee policy and guarantee limit. In case the enterprise does not meet the conditions for government guarantee issuance, the Ministry of Finance shall notify the enterprise in writing and state the reasons.

4. For guaranteed bonds issued in the domestic market, after receiving the Prime Minister's approval document on the issuance guarantee policy and guarantee limit, the Ministry of Finance shall notify the enterprise in writing of the maximum issuance limit of guaranteed bonds allowed to be implemented according to this Circular. For guaranteed bonds issued in the international market, after receiving the Prime Minister's approval document on the issuance guarantee policy and guarantee limit, the guarantee issuance process shall be carried out in accordance with the laws on government guarantee issuance and management.

Section 2. DOMESTIC MARKET ISSUED GUARANTEED BONDS BY POLICY BANKS

Article 9. Documents for Requesting Guarantee Issuance

Based on the annual credit growth targets approved by the Prime Minister, policy banks shall develop plans for mobilizing and utilizing funds to implement the state-targeted credit programs for the planned year, including the issuance capital of guaranteed bonds in the domestic market, to be submitted to the Ministry of Finance for review and submission to the Prime Minister for approval of the government guarantee limit. The documents for requesting guarantee issuance include:

1. The issuance proposal of guaranteed bonds by the issuer entity according to the model attached as Appendix 1 to this Circular.

2. The issuance proposal of guaranteed bonds. In addition to the basic contents prescribed in Clause 2 of Article 17 of Decree No. 01/2011/ND-CP, the issuance proposal of guaranteed bonds must also include the following contents:

a) The situation of mobilizing and utilizing funds to implement state-targeted credit programs in each of the three (03) consecutive years prior to the planned year, including:

- Total sources of funds mobilized in each year classified by type of source, including: funds from issuing guaranteed bonds and other sources of mobilization; funds from loan recovery; funds carried over from the immediately preceding year.

- Utilization situation of funds in each year, including: repayment of due principal of mobilized funds (including payment of principal of guaranteed bonds); implementation of state-targeted credit programs (beginning-of-year outstanding balance, new loans granted during the year, loans recovered during the year, and end-of-year outstanding balance); funds carried over to the next year.

b) The operation and financial situation of policy banks in the three (03) consecutive years prior to the planned year, including: equity capital, total assets, total sources of mobilized funds, total income, total expenditure, income-expenditure difference, and the situation of state subsidy for interest rate differential and management fee for policy banks.

c) The issuance, repayment of principal and interest, and outstanding balance of guaranteed bonds in the three (03) consecutive years prior to the planned year.

d) The need for mobilizing and utilizing funds to implement state-targeted credit programs in the planned year, specifically:

- Total sources of funds mobilized in the planned year classified by type of source, including: funds from issuing guaranteed bonds and other sources of mobilization; funds from loan recovery; funds carried over from the immediately preceding year.

- Need for utilization of funds in the planned year, including: repayment of due principal of mobilized funds (including payment of principal of guaranteed bonds); implementation of state-targeted credit programs; funds carried over to the next year.

d) Plan for mobilizing, repaying principal and interest of guaranteed bonds divided by quarter in the planned year.

3. Financial reports of two (02) years before the immediately preceding planned year that have been audited by the State Audit Agency and report on the implementation of State Audit Agency recommendations (if any).

4. Document approving the financial-credit plan of the planned year by the Management Board or the Board of Directors, including the source of funds from issuing guaranteed bonds.

5. Other documents proving eligibility for issuance.

a) The approved annual credit growth plan by the Prime Minister.

b) Documents of the Government or the Prime Minister approving other state-targeted credit programs (if such program does not belong to the approved annual credit growth plan).

Article 10. Procedures and formalities for approving guarantees

1. Within the latest ten (10) working days following the Prime Minister's approval of the annual credit growth target, policy banks shall submit one (01) set of documents specified in Article 9 of this Circular to the Ministry of Finance for verification of completeness and validity, and request supplementary documents if necessary. In case the documents are complete, the Ministry of Finance will notify policy banks to submit two (02) additional sets of documents for review and comments.

2. Within fifteen (15) working days from the date of receiving all documents requesting guarantee issuance as stipulated in Clause 1 of this Article, the Ministry of Finance will examine and provide comments on the annual plan for issuing guaranteed bonds of policy banks to be submitted to the Prime Minister for approval. The content to be submitted to the Prime Minister includes:

a) Conditions for issuing guaranteed bonds.

b) Operational and financial status of policy banks.

c) Sources of funds for implementing targeted credit programs and plans for issuing guaranteed bonds.

d) Plan for using funds raised from issuing guaranteed bonds.

đ) Proposal for the Government's guarantee limit for the planning year for policy banks to implement approved targeted credit programs.

3. During the period when the Prime Minister has not issued a document approving the annual issuance limit for guaranteed bonds for policy banks, the Ministry of Finance will announce a temporary issuance limit for the first quarter of the planning year for policy banks, with a maximum value not exceeding the principal amount of guaranteed bonds due in the first quarter of the planning year and the planned guarantee limit proposed to the Prime Minister. The announcement time is before December 31 of the year immediately preceding the planning year. After receiving the Prime Minister's approval document regarding the guarantee issuance policy and guarantee limit, the Ministry of Finance will issue a written notification to policy banks of the maximum issuance limit for guaranteed bonds in the planning year to implement according to this Circular.

Chapter III

ORGANIZATION OF ISSUING GUARANTEED BONDS IN THE DOMESTIC MARKET

Article 11. Registration of bond issuance plans with guarantees

1. For Enterprises

a) Based on the notification of the Ministry of Finance under Clause 4, Article 8 of this Circular, enterprises shall register their bond issuance plans with guarantees with the Ministry of Finance for examination and approval prior to organizing the issuance.

- In cases where the bond issuance plan with guarantees specifies only one single issuance, enterprises must complete the registration procedures with the Ministry of Finance at least thirty (30) working days before the planned issuance date to allow the Ministry of Finance to announce the issuance interest rate range for guaranteed bonds.

- In cases where the bond issuance plan with guarantees specifies multiple issuances within a year or across different years, enterprises must register their issuance plans for the following year by November 30 each year, detailing the expected issuance dates, issuance volumes, and issuance terms for each issuance. Enterprises must complete the registration procedures with the Ministry of Finance at least fifteen (15) working days before the planned issuance date of guaranteed bonds to allow the Ministry of Finance to announce the issuance interest rate range for guaranteed bonds.

b) Based on the registered bond issuance plans with guarantees with the Ministry of Finance, project implementation progress, market conditions, and the announced issuance interest rate range for guaranteed bonds, enterprises shall organize the issuance in accordance with this Circular.

2. For policy banks

a) Based on the maximum issuance limit for guaranteed bonds allowed as notified by the Ministry of Finance under Clause 3, Article 10 of this Circular, and based on the disbursement plans for targeted credit programs and the repayment plans for guaranteed bonds due, policy banks shall submit documents to the Ministry of Finance regarding their issuance plans divided by quarters. In cases where there are differing opinions on the issuance plans of policy banks, the Ministry of Finance will issue written notifications.

b) Based on the quarterly issuance plans for guaranteed bonds, policy banks shall proactively organize the issuance of guaranteed bonds according to the principle:

- In cases where the actual issuance volume in a quarter is lower than the announced issuance limit for that quarter, the remaining portion can be carried over to the next quarter.

- In cases where the quarterly plan is adjusted upwards, policy banks must notify the Ministry of Finance in writing at least ten (10) working days before the planned implementation date.

Article 12. Methods of Issuing Bonds

1. For Enterprises

a) The method of issuing guaranteed bonds for enterprises shall be carried out according to the bond issuance project approved by the competent authority, including the following methods:

- Auction issuance;

- Guarantee issuance;

- Agency;

- Retail (for enterprises issuing bonds that are credit organizations).

b) Enterprises organizing the issuance of bonds shall comply with the provisions of the law on corporate bond issuance. In cases where enterprises issue bonds to the public, they must adhere to the provisions of the securities law.

2. For policy banks

a) The methods of issuance include:

- Auction issuance of bonds through the Stock Exchange;

- Agency issuance.

b) Policy banks may apply the procedures and formalities for issuing government bonds through auction and agency methods to issue guaranteed bonds.

Article 13. Registration, Custody, and Listing of Bonds

1. Guaranteed bonds shall be registered and custodied at the Vietnam Securities Depository and listed and traded at the Stock Exchange.

2. The registration, custody, and listing process for guaranteed bonds shall follow the process for government bonds and the guidelines of the Vietnam Securities Depository and the Stock Exchange.

Chapter IV

USE OF FUNDS FROM GUARANTEED BONDS, PRINCIPAL AND INTEREST PAYMENTS ON BONDS, ACCOUNTING REGIME, ISSUE FEES, PRINCIPAL AND INTEREST PAYMENT FEES, AND GUARANTEE FEES

Article 14. Use of Funds from Guaranteed Bonds

1. For enterprises, there is a responsibility to use funds from the issuance of guaranteed bonds for their intended purpose and effectively according to the project approved by the Prime Minister for guarantee issuance.

2. For policy banks, funds from the issuance of guaranteed bonds will be integrated into the bank's operational capital and used in accordance with the financial management regulations of the banks.

Article 15. Principal and Interest Payments on Guaranteed Bonds

The issuer has the responsibility to pay the principal and interest of guaranteed bonds when due as stipulated in Article 23 and Article 45 of Decree 01/2011/NĐ-CP.

Article 16. Accounting System

The issuer and related entities are responsible for implementing accounting work in accordance with the Accounting Law and other current regulatory documents related to the accounting system.

Article 17. Issue Fees for Guaranteed Bonds and Principal and Interest Payment Fees for Guaranteed Bonds

1. Issue Fees for Guaranteed Bonds

a) For Enterprises

Auction fees, guarantee fees, and agency issuance fees for guaranteed bonds shall be agreed upon between the enterprise and the auction organization, guarantee organization, agency issuance organization, and retail agency organization for guaranteed bonds.

b) For Policy Banks

Auction fees and agency issuance fees for guaranteed bonds shall be set at the current level of government bond issuance fees.

2. Principal and Interest Payment Fees for Guaranteed Bonds

For guaranteed bonds registered and custodied at the Vietnam Securities Depository, the principal and interest payment fees for guaranteed bonds shall be equivalent to those for government bonds.

Article 18. Government Guarantee Issuance Fee

The subject issuing guaranteed bonds must pay the Government guarantee issuance fee in accordance with the provisions of the law on the issuance and management of Government guarantees.

Article 19. Accounting for Bond Issuance Fees

1. Enterprises may account for the costs specified in Article 17 and Article 18 of this Circular into the value of the project using the issued bond proceeds or the enterprise's operating expenses as prescribed by law.

2. Policy banks may account for the costs specified in Article 17 and Article 18 of this Circular into the operating expenses of the banks.

Chapter V

INFORMATION DISCLOSURE REGIME AND REPORTING REGIME

Article 20. Information Disclosure Before the Issuance Period

1. For enterprises issuing guaranteed bonds

a) In addition to disclosing information in accordance with the law on corporate bond issuance, enterprises issuing guaranteed bonds must also disclose additional information about guaranteed bonds to investors, specifically as follows:

- Basic information about the investment program/project using the proceeds from the issuance of guaranteed bonds (project name, purpose of implementing the project, total project capital including the expected amount of guaranteed bond issuance, implementation period of the project, progress of the project, components of the project planned to be funded from the issuance of guaranteed bonds, expected issuance time of guaranteed bonds).

- The approval document for the guarantee issued by the competent authority as stipulated in this Circular.

- Information about previous guaranteed bond issuances (if any), including: purpose, conditions, terms, timing, method of issuing guaranteed bonds.

- Commitment to fully fulfill the issuer's debt repayment obligations.

b) The time and method of information disclosure shall be carried out in accordance with the law on information disclosure for corporate bond issuance.

2. For policy banks issuing guaranteed bonds:

a) In the case of issuing guaranteed bonds through auction, policy banks must disclose information about the issuance volume, term, auction date, and payment date of principal and interest of guaranteed bonds on the stock exchange's website.

b) In the case of issuing guaranteed bonds through agency, information disclosure shall be conducted according to the contract signed between policy banks and the issuing agents.

Article 21. Regular Information Disclosure

1. For enterprises issuing guaranteed bonds, during the validity period of the guaranteed bonds, before April 1st each year, the enterprise issuing guaranteed bonds must disclose information to the bondholders and simultaneously publish the information on the stock exchange's website. The specific contents of the information disclosure are as follows:

- Audited financial statements of the immediately preceding year. If the financial statements of the immediately preceding year have not yet been audited, the enterprise shall disclose the financial statements approved by the Board of Directors, the Board of Members, or the Chairman of the company according to the organizational model and the Articles of Operation of the enterprise. Within ten (10) working days from the date of the audit report, the enterprise must disclose the audited financial statements.

- Update on the implementation of the investment program/project using the proceeds from the issuance of guaranteed bonds (implementation progress, disbursement progress, fundraising plan for the project).

- The issuance, principal and interest payment, and outstanding balance of guaranteed bonds for the two (02) years immediately preceding the information disclosure date.

2. For policy banks

a) Before January 10th each year, policy banks are responsible for disclosing information on the stock exchange's website and the bank's own website. The contents of the information disclosure include:

- Summary of the operational and financial situation of the banks for the two (02) years immediately preceding the information disclosure date (credit growth, credit balance).

- Volume of funds raised through the issuance of guaranteed bonds, the situation of principal and interest payments, and the outstanding balance of guaranteed bonds for the two (02) years immediately preceding the information disclosure date.

- Notification document from the Ministry of Finance regarding the issuance limit for the first quarter of the issuance year.

b) Before April 15th each year, policy banks are responsible for disclosing information on the stock exchange's website and the bank's own website. The contents of the information disclosure include:

- Summary of the operational and financial situation of the bank for the immediately preceding year (credit growth, credit balance, balance sheet, financial results of the bank). If there is no audited financial statement, when disclosing information, it must clearly state that the figures are unaudited. When the audit results are available, policy banks must adjust the disclosed information (if there are changes).

- Projected plan to raise funds through the issuance of guaranteed bonds, quarterly repayment plan for principal and interest of guaranteed bonds in the issuance year.

- Notification document from the Ministry of Finance regarding the issuance limit for the entire year.

Article 22. Report on the Results of Each Issuance Period and Redemption, Exchange

1. Within the latest five (05) working days from the end date of each issuance period, the issuer must report to the Ministry of Finance in detail the results of the issuance so that the Ministry of Finance can determine the actual guarantee obligation according to the provisions of the law. The content of the report follows the form at Appendix 2 of this Circular. In cases where bonds guaranteed are issued to the international market, the enterprise must also send the report to the State Bank of Vietnam.

2. Based on the reports from the issuer, within ten (10) working days, the Ministry of Finance issues a notification confirming the guarantee obligation for the issuance period of guaranteed bonds. For policy banks, the confirmation of the guarantee obligation is carried out quarterly.

3. Within the latest ten (10) working days from the end date of the supplementary issuance, redemption, or exchange of guaranteed bonds according to the approved project under Article 6 of this Circular, the issuer has the responsibility to report to the Ministry of Finance the results of the supplementary issuance, redemption, or exchange of guaranteed bonds so that the Ministry of Finance can determine and adjust the actual guarantee obligation.

Article 23. Quarterly and Annual Reports

1. Within ten (10) working days after the end of each quarter and twenty (20) working days after the end of the fiscal year, the issuer has the responsibility to submit a report on the situation of capital raising, use of funds, repayment of principal and interest of guaranteed bonds in writing to the Ministry of Finance for monitoring according to the form at Appendix 3 of this Circular. In cases where guaranteed bonds are issued to the international market, the enterprise must also send the report to the State Bank of Vietnam.

2. In addition to the contents of the periodic reports stipulated in Clause 1 of this Article, the issuer has the responsibility to submit reports to the Ministry of Finance:

a) An audited annual financial report within ten (10) working days from the date of receiving the audit results.

b) Financial situations for certain cases necessary for evaluating the financial capacity of the issuer as required by the Ministry of Finance.

Chapter VI

VIOLATIONS AND SITUATIONS WHERE THE ISSUER IS UNABLE TO PAY DEBTS

Article 24. Suspension of Guaranteed Bond Issuance

1. The Ministry of Finance shall implement the suspension of guaranteed bond issuance in the following cases:

a) The issuer does not carry out the issuance according to the approved issuance plan for guaranteed bonds and the issuance announcement of the Ministry of Finance.

b) The issuance interest rate of guaranteed bonds exceeds the interest rate range announced by the Ministry of Finance.

c) The issuance volume of guaranteed bonds exceeds the limit approved by the Prime Minister.

2. The suspension of issuance applies to the issuance period with violations mentioned in Clause 1 of this Article (if not yet organized for issuance) and subsequent issuance periods (if any) within the issuance limit of the issuer already approved.

3. Upon receipt of the notification from the Ministry of Finance, the issuer must immediately implement the suspension of guaranteed bond issuance.

Article 25. Handling cases where the issuer is unable to repay debt

1. At least forty-five (45) working days before the due date for principal and interest repayment of bonds, if the issuer is unable to repay the debt, the issuer must submit a document to the Ministry of Finance requesting substitute debt repayment. The document submitted by the issuer to the Ministry of Finance must clearly explain the reasons for being unable to repay the debt and include the following supporting documents:

a) Financial statements with detailed explanations.

b) Statements of deposit accounts and cash balances of the issuer, amounts of debt due for payment, and receivables.

c) A confirmation document from the owner regarding the issuer's inability to repay the debt, which is a guaranteed bond-issuing enterprise.

d) Other documents as required by the Ministry of Finance.

2. Within ten (10) working days from the date of receipt of the request document and the non-payment confirmation document from the owner (in the case where the issuer is an enterprise), the Ministry of Finance will examine and handle the case of the issuer's inability to repay debt according to the provisions of Article 18 of Decree No. 15/2011/NĐ-CP of the Government.

3. The issuer is responsible for recognizing the debt and repaying it to the Ministry of Finance according to the provisions of Clause 6 and Clause 7 of Article 15 of Decree No. 15/2011/NĐ-CP of the Government.

Chapter VII

RESPONSIBILITIES OF RELATED ORGANIZATIONS

Article 26. Responsibilities of the issuer of guaranteed bonds

1. Develop a plan for issuing guaranteed bonds to be reviewed and approved by the competent authority and bear responsibility for the accuracy and truthfulness of the information in the issuance plan and disclose it to investors.

2. Organize the issuance of guaranteed bonds in accordance with the approved plan by the Prime Minister and the guidelines of the Ministry of Finance as stipulated in this Circular.

3. Bear full responsibility throughout the process of issuing and using the proceeds from the issuance of guaranteed bonds for the intended purpose as approved by the Prime Minister for guarantee issuance according to this Circular.

4. Be responsible for fully repaying all principal and interest on guaranteed bonds when due.

5. Fully implement the information disclosure system and reporting requirements as stipulated in this Circular.

6. Fulfill other obligations of the guaranteed party as prescribed in Decree No. 01/2011/NĐ-CP, Decree No. 15/2011/NĐ-CP of the Government, this Circular, and current laws governing foreign borrowing and debt repayment management.

Article 27. Responsibilities of state-owned enterprise owners

1. Approve the issuance plan for guaranteed bonds as stipulated in this Circular and the laws on corporate bond issuance.

2. Supervise the process of raising and using funds from the issuance of guaranteed corporate bonds as stipulated in this Circular and the laws on corporate bond issuance.

Chapter VIII

IMPLEMENTATION

Article 28. Implementation Provisions

1. This Circular takes effect from August 1, 2015, and replaces Circular No. 34/2012/TT-BTC dated March 1, 2012, of the Ministry of Finance guiding the issuance of government-guaranteed bonds and Circular No. 167/2013/TT-BTC dated November 15, 2013, of the Ministry of Finance amending and supplementing certain articles of Circular No. 34/2012/TT-BTC.

2. During the implementation process, if there are difficulties or obstacles, the issuers and related units shall promptly report to the Ministry of Finance for specific guidance.