Decree 53/2009/NĐ-CP: On Issue Of International Bonds

Link to law: http://vbpl.vn/tw/Pages/vbpqen-toanvan.aspx?ItemID=10688&Keyword=
Published: 2009

Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the December 16, 2002 Law on State Budget;
Pursuant to the December 21, 2005 Ordinance on Foreign Exchange;
Pursuant to Decree No. 134/2005/ND-CP of November 1, 2005, on the Regulation on management of borrowing and repayment of foreign loans;
At the proposal of the Ministry of Finance,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree regulates the borrowing and repayment of foreign loans through the issue of bonds on international financial markets by the Vietnamese Government and enterprises.

Article 2. Interpretation of terms

In this Decree the terms below are construed as follows:

1. Prospectus means a legal document or data prepared by the issuer and its legal consultants disclosing accurate, truthful and objective information concerning the offering or listing of securities of the issuer and bond issue terms and conditions. A prospectus shall be supplied by the issue underwriter to potential investors and other necessary partners.

2. Agent agreements means agreements signed between the issuer and agents on conditions and terms for conducting transactions from the issue to the completion of payment of bonds, including:

a) Printer agent, which is a company selected to print the prospectus and other related documents;

b) Listing agent, which is a company selected to carry out procedures for registering the list of the issuer's bonds on appropriate securities markets in accordance with regulations of these markets;

c) Paying agent which is a bank selected to pay on behalf of the issuer interests and principals to investors and concurrently the agent keeping the list of investors holding bonds of the issue;

d) Transfer agent, which is an organization designated by the issuer to preserve reports on stockholders, cancel and issue certificates, handle matters arising in relation with lost, damaged or stolen certificates;

đ) Trustee, which is a company designated by investors on the bond as their representative to protect the interests of bond holders and assure compliance with the bond terms;

e) Clearing systems and depository, which is an organization to monitor and certify transfers of bonds on primary and secondary markets. Bonds are issued in the form of bearer bonds and kept at a depository.

3. Credit rating company means a company that rates the creditworthiness of countries and enterprises.

4. Re-lending agency means the Ministry of Finance or an agency or organization authorized by the Ministry of Finance to re-lend foreign loans of the Government, supervise the use of loans and collect re-lent loans and enjoy re-lending charges as prescribed by law.

5. Vietnamese enterprise (referred to as enterprise) means an economic entity which has its own name, assets and stable transaction office(s), and has registered its business under Vietnamese law to carry out business activities.

6. Form of issue: Depending on classification criteria, international bonds may be issued in various forms, specifically:

a) By form of investor, (i) private placement reserved for potential investors such as investment banks, financial funds, insurance funds...; and (ii) public offering reserved for all types of investors;

b) By scope of issue:

(i) Global offering;

(ii) Separate offering within each country or geographical region.

c) By currency, bonds may be issued in different convertible currencies, such as the US dollar, euro and Japanese yen.

7. Credit rating means a rating determined by international credit rating companies to evaluate the creditworthiness of countries (national credit rating) or enterprises (corporate credit rating) with respect to the extent of investment risk and loan repayment capability. This rating is used as a basis for determining loan raising expenses.

8. Issue underwriting contract or bond trading contract means an agreement between the issuer and a syndicate of issue-underwriting banks on the terms and conditions for underwriting or issue for each issue or program of issue.

9. Legal consultancy contract means an agreement signed between the issuer and a syndicate of underwriting banks with one or more law firms on the provision of domestic or international legal consultancy services.

10. Coupon interest rate means an interest rate indicated on bonds (determined upon bond issue. The issuer shall pay interests on the bonds' par value at this interest rate).

11. Issue date means the date on which bonds are issued on the market.

12. Principal underwriter)lead managing book-runner means an international investment bank or a group of such banks prestigious on the international financial market which is selected by the issuer to conduct transactions and play the major role in the distribution of bonds. The principal underwriter)lead managing book-runner will give advice on the optimal issue structure, offer reference prices and suitable time of issue, and collaborate with all related parties in well motivating transactions.

13. Issuer means the Government, enterprises, banks or financial institutions raising capital on financial markets through issuing bonds.

14. Re-borrower means an enterprise re­-borrowing the capital of international bonds.

15. Syndicate of issue-underwriting banks means a group of international investment banks which are selected by the issuer to participate in the process of underwriting the issue of international bonds. This syndicate may be divided into many levels depending on the specific requirement of each issue:

a) First level, including the principal underwriter/lead managing book-runner playing the major role in distributing the sale of bonds and collaborate with the issuer in enhancing the image of the country and enterprises and further providing liquidity support after the issue;

b) Second level, including the lead manager or co-lead managers who have a limited role in the distribution of the volume of bonds on sale and;

c) Third level, including the manager or co-manager who have the lowest role in the syndicate of issue-underwriting banks.

16. International bond means a debt certificate that has a par value, a term, bears an interest, and is issued by the Vietnamese Government or enterprises to borrow capital on international financial markets for economic development investment.

International bonds governed by this Decree include:

a) Government bonds, which are international bonds issued by the Ministry of Finance under the Government's authorization.

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

17. International legal consultant for the principal underwriter means an international law firm selected to give advice to the issue underwriter on international rules and laws.

18. Domestic legal consultant for the underwriter means a law firm that is present in the host country and is selected to give advice to the issue underwriter on relevant legal provisions in conformity with domestic laws.

19. International legal consultant for the issuer means an international law firm selected to give advice to the issuer on international rules and laws, compile the prospectus and legal opinions on each issue.

20. Domestic legal consultant for the issuer means an organization selected to give advice to the issuer on domestic laws.

21. Legal opinion means a legal document issued by the Ministry of Justice or an independent law firm in accordance with Vietnamese laws and international financial and credit practices on legal grounds of trade, investment, financial and banking transactions conducted on the basis of Vietnamese laws, international treaties and agreements, contracts involving foreign elements and other legal documents.

Article 3. Bond issue scheme

1. Bond issue scheme is a document prepared by the issuer for submission to competent authorities for approval.

2. A bond issue scheme covers the following principal details:

a) Purposes of issue and use of the capital of issued bonds:

b) Legal grounds for the issue (competent authorities' decision approving the development strategy, decision approving investment, etc.);

c) Projected volume, structure and term of bonds; type of currency in which bonds will be issued and form of issue;

d) Analysis of international market conditions as a basis for determining the projected interest rate of to be-issued bonds;

đ) Projected method of selecting a syndicate of issue underwriters, legal consultants, related agents and issue plan:

f) Plans on use of capital, cash flow management and handling of financial risks, payment of bond debts.

Article 4. Issue dossiers

1. Issue dossier means legal documents prepared by the issuer in coordination with the principal underwriter and legal consultants in accordance with international laws.

2. An issue dossier comprises the following basic documents:

a) The prospectus;

b) The issue underwriting contract;

c) The bond trading contract;

d) The legal consultancy contract;

đ) Legal opinion;

e) Agent agreements.

Article 5. Issue principles

1. The Government shall only issue international bonds to raise investment capital for key national works and effective investment projects with debt payment capability. For the issue of bonds to restructure the portfolio of government debts, there should be a clear plan ensuring that the new portfolio will be more effective than the existing one.

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

3. Enterprises directly issuing international bonds shall comply with the principles of self-borrowing, self-payment and self-responsibility for the efficient use of capital raised from the issue.

4. An issue must comply with current laws on management of foreign debts and foreign exchange and international laws.

Article 6. Issue conditions

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

1. There is a bond issue scheme appraised and approved by competent authorities.

In case of issue of government bonds, an issue scheme must be approved by the Government, including issue of bonds for restructuring the portfolio of government debts.

For state-owned business groups and corporations, a bond issue scheme must be adopted by the board of directors and approved by the Prime Minister.

For joint-stock companies and private enterprises, a bond issue scheme must be adopted by the shareholders congress, member council or capital owner representative.

2. The value of to be-issued international bonds is within the total limit of the country's commercial foreign loans annually approved by the Prime Minister.

3. Programs and projects have been identified as key national works or investment projects have been appraised by competent authorities to be effective and have completed investment procedures under current laws.

4. In case of issue of convertible bonds and bonds secured in various forms, current laws must be complied with.

5. International market requirements on credit ratings for issue are met (for an issue requiring credit rating).

6. The issuer has a complete issue dossier as required by foreign law for each issue and form of issue, and by Vietnamese law.

Article 7. Organization of issue

1. An issue of international bonds may be organized only when its scheme has been approved by competent authorities.

2. The process of issue may involve the following steps:

a) Selecting a syndicate of issue-underwriting banks: The issuer shall select several world-leading international investment banks with bond issue experience to form a syndicate of banks to underwrite the issue on the basis of competitive bidding according to specific criteria and the list of banks selected by globally prestigious magazines (such as the International Financial Review);

b) Selecting legal consultants: The issuer shall coordinate with the syndicate of issue-underwriting banks in selecting prestigious and experienced domestic and international law firms to act as domestic and international legal consultants for the issuer and issue underwriters;

Particularly for domestic legal consultants for the issuer, they shall be selected depending on the form of bond, specifically:

- For government bonds, it is the Ministry of Justice which is authorized by the Government to give advice on legal provisions concerning issue transactions and give legal opinions on such transactions;

- For corporate bonds, it is a legally capable law firm selected to give advice on regulations concerning issue transactions and give legal opinions on such transactions.

c) Completing the issue dossier: The issuer shall assume the prime responsibility for, and coordinate with domestic legal consultants in negotiating and signing contracts with the syndicate of underwriting banks and international legal consultants, and preparing documents in the issue dossier, including relevant legal documents specified in Article 4 of this Decree, in accordance with international practices and Vietnamese law;

d) Assessing credit ratings: The issuer shall assume the prime responsibility for, and coordinate with concerned Vietnamese agencies in holding working sessions with credit rating agencies to affirm the national credit rating before the issue (in case of issue of government bonds). For enterprises, the determination of credit ratings depends on the requirement of each issue;

dd) Organizing promotional work and the issue: The issuer shall promote the offering of bonds depending on the requirement of each form of issue, specifically:

- The issuer shall coordinate with the syndicate of issue-underwriting banks in organizing bond promotion campaigns at major financial centers in the world to contact the international investor community before pricing the bonds for issue;

- The issuer shall decide on conditions and coupon interest rates and terms of bond issue in the process of pricing bonds on the basis of the consultancy of the syndicate of issue-underwriting banks, suitable to market conditions and the principles set out in the approved issue scheme;

- The issuer shall organize receipt of the capital of issued bonds in accordance with signed agreements.

e) Completing the issue transaction: After receiving proceeds from the sale of bonds, the issuer shall complete and sign legal documents concluding the transaction in conformity with international practice, and at the same time reporting issue results according to current regulations.

Article 8. Principles for provision of government guarantee for corporate bonds

1. Enterprises with urgent needs for capital for the State's investment projects but lacking conditions for self-issue may issue corporate bonds with governmental guarantee on international capital markets.

2. An issue of bonds with governmental guarantee must meet the following conditions:

a) Meeting the conditions stated in Article 6 of this Decree and having its scheme approved by the Prime Minister;

b) Having a credit rating equal to or one level lower than the national credit rating;

c) Having the financial statements of the latest three years already audited by an independent audit firm showing that the enterprise suffers neither loss nor overdue debts:

d) Observing the current Regulation on provision and management of government guarantee for foreign loans.

Chapter II

ISSUE OF GOVERNMENT BONDS

Article 9. Issue purposes

Government bonds shall be issued for the following purposes:

1. To raise capital for development investment in the form of re-lending for implementing key works of the State and highly effective investment projects with foreign-currency capital needs.

2. To raise capital for restructuring the debt portfolio managed by the Government.

Article 10. Elaboration of bond issue schemes

1. The Ministry of Finance shall assume the prime responsibility for elaborating international bond issue schemes, and submit them to the Government for approval and issuance of resolutions for each issue.

2. The value of each issue is equivalent to at least USD 500 million.

3. For government bonds issued for re-lending purposes, enterprises that wish to use capital to be raised from international bond issue shall send sufficient documents and dossiers on investment programs and projects expected to be implemented, plans for capital use and cash flow management and for debt payment to the Ministry of Finance for verification and use as a basis for elaborating international bond issue schemes for report to the Government for approval.

4. Apart from the basic contents stated in Article 3 of this Decree, an international bond scheme must contain an analysis of national debt indicators showing that these indicators remain within the debt limits approved by the Government.

5. In an international bond issue scheme, the plan for re-lending raised capital to enterprises must comply with the Regulation on management of capital of international bonds issued by the Ministry of Finance for each issue.

Article 11. Organization of issue

The Ministry of Finance shall coordinate with the syndicate of issue-underwriting banks and domestic and foreign consultants in organizing the issue according to the specific process defined in Article 7 of this Decree.

Article 12. Management of capital and issue expenses

1. Proceeds from the sale of government bonds shall be allocated for use under the approved issue schemes and in accordance with the current State Budget Law and the Government's Regulation on management of borrowing and repayment of foreign loans.

2. All expenses arising from the issue:

a) In case of restructuring the Government's debt portfolio, they will be covered by the state budget;

b) In case of re-lending, they will be incurred by the re-borrower and allocated to each enterprise in proportion to its re-borrowed amount. Advances shall be made from the state budget for expenses arising in the preparation of the issue and reimbursed by directly subtracting the sum allocated from the bond capital when it is transferred to the re-borrower.

Annual expenses shall be covered with state budget advances and allocated in proportion to used capital amounts. Re-borrowers shall reimburse such advances according to notices of the Ministry of Finance.

3. Expenses related to the issue include:

a) Expenses arising once:

- Issue-underwriting consultancy charge;

- Charge for domestic and foreign legal consultancy for the issuer and issue underwriters;

- Charge for credit rating certification paid to credit rating companies for each issue (excluding annual expenses paid by the Ministry of Finance to national credit rating companies);

- Charges paid to listing, printer... agents;

- Domestic expenses related to the issue preparation and promotion for the bond offering and other actual expenses.

b) Annual expenses, which are those annually payable to paying agents and transfer agents and the stock exchange where bonds are listed under the signed agent agreements;

c) Other expenses related to the bond issue and payment.

4. Management and supervision of the use of capital raised from bond issue: The Ministry of Finance shall issue regulations on use and supervision of use of capital raised from government bond issue for each issue for compliance by concerned units.

Article 13. Payment of bond principal and interest

1. In case of using capital raised from bond issue for restructuring the Government's debts, when payment is due, the Ministry of Finance shall transfer money from the state budget directly into accounts of paying agents for payment to bond holders.

2. In case of re-lending, when principal and interest payment is due, the re-borrower shall make direct payment into accounts of paying agents or transfer payments into the account of the Ministry of Finance as provided in re-lending contracts for transfer to paying agents for payment to bond holders.

Article 14. Performance of financial operations

On the basis of practical market conditions, the Ministry of Finance shall submit to the Prime Minister plans on use of financial instruments for buying back or swapping bonds issued and traded on international capital markets, including other loans used for restructuring the Government's debt portfolio, in order to minimize risks and reduce the debt burden for the budget.

Article 15. Updating of information

After each bond issue, the Ministry of Finance shall monitor the trading of bonds on the market and coordinate with concerned units in supplying updated information on Vietnam's economy and enterprises to foreign partners and investors according to international practices.

Chapter III

ISSUE OF CORPORATE BONDS

Article 16. Forms of issue of corporate bonds

Corporate bonds issued on international capital markets take the following forms:

1. Corporate bonds with government guarantee, which are corporate bonds guaranteed by the Government or jointly guaranteed by the Government and other forms of security.

2. Corporate bonds without government guarantee, which are bonds issued by enterprises themselves, even with underwriting by a third party other than the Government.

Article 17. Conditions for issue

To issue international bonds, enterprises must satisfy the following conditions:

1. Being established under Vietnamese law and lawfully operating in Vietnam.

2. Meeting all conditions stated in Article 6 of this Decree. Particularly for state enterprises, if they wish to issue international bonds without government guarantee, they must have a credit rating equal to or higher than the national credit rate (if the issue requires credit rating).

3. For enterprises issuing international bonds with government guarantee, they must meet the conditions stated in Article 8 of this Decree.

4. The value of each issue of corporate bonds with government guarantee is equivalent to at least USD 100 million.

Article 18. Elaboration of corporate bond issue schemes

Enterprises shall elaborate corporate bond issue schemes with contents specified in Article 3 of this Decree, and send them to their managing agencies, boards of directors or member councils for approval.

Article 19. Appraisal of corporate bond issue schemes

1. For state enterprises and enterprises issuing bonds with government guarantee:

a) They shall elaborate corporate bond issue schemes, submit them to their managing agencies, boards of directors or member councils for approval, and send them to the Ministry of Finance dossiers for appraisal. Such a dossier comprises:

- The corporate bond issue scheme already approved by competent authorities;

- The decision of competent authorities approving the corporate bond issue scheme (a copy);

- The feasibility study report and investment decisions of projects related to the corporate bond issue scheme (copies);

- The certificate of the credit rating company of the issuer's publicized credit rating (a copy), if the issue requires credit rating.

b) After receiving a complete dossier of request from the enterprise, the Ministry of Finance shall appraise it in terms of:

(i) Issue purpose: On the basis of projects stated in the corporate bond issue scheme, to appraise the capital needs of these projects, consider the financial status of the issuing enterprise in the past three years. If the issue involves different projects, to appraise the capital need and financial status of each unit to use the capital of international bonds;

(ii) Related procedures of projects to use the capital of international bonds: Projects to use money raised from the issue of corporate bonds must be those which have completed domestic investment procedures and obtained investment decisions of competent authorities;

(iii) Need for raised capital: On the basis of appraising the capital needs of projects stated in the corporate bond issue scheme, appraising the expected total volume of bonds against the capital need stated in the scheme, the debt payment capability of the issuer and the total annual commercial loan limit of the country;

(iv) Time of issue;

(v) The domestic and international market situation;

(vi) Form, currency and market of issue;

(vii) Cash flow use plan and debt payment plan, extent of risk of the entire plan for use of raised money.

2. For non-state enterprises issuing bonds without government guarantee:

Enterprises shall appraise their international bond issue schemes in accordance with their organization and operation regulations and take responsibility before law for their appraisal.

Article 20. Approval of corporate bond issue schemes

1. For state enterprises and enterprises issuing bonds with government guarantee:

After appraising the corporate bond issue scheme and collecting opinions of concerned agencies, the Ministry of Finance shall send a general appraisal report proposing the possibility of issue of corporate bonds on international capital markets to the Prime Minister for consideration and decision.

2. For non-state enterprises issuing bonds without government guarantee:

a) Enterprises shall approve their international bond issue schemes in accordance with their organization and operation regulations and take responsibility before law for their appraisal;

b) After the bond issue scheme is approved, the issuing enterprise shall send it to the State Bank for certification of the loan to be within the country's total foreign commercial loan limit. Within 15 days after receiving the scheme, the State Bank shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, examining the validity of the loan against the country's total foreign commercial loan limit and notify the enterprise of its certification of the issue value within the country's total foreign commercial loan limit, and concurrently send a copy of its notification to the Ministry of Finance for monitoring;

c) After the issue, within the period of payment of proceeds from the sale of bonds, the issuing enterprise shall register the loan prior to the closing date with the State Bank according to current law.

Article 21. Provision of government guarantee for corporate bonds

1. After the bond issue scheme is approved and the provision of guarantee is permitted by the Prime Minister, the Ministry of Finance shall assume the prime responsibility together with concerned agencies for negotiating and agreeing with partners on the details of a letter of guarantee.

2. The Ministry of Finance shall provide and manage government guarantee for corporate bonds according to current regulations applicable to other foreign loans with government guarantee.

3. Guarantee charges, security assets, the handling of security assets and other matters comply with the current Regulation on provision and management of government guarantee.

Article 22. Organization of issue

1. After its bond issue scheme is approved by competent authorities under Article 19 of this Decree, the enterprise shall prepare and carry out the issue in the order stated in Article 7 of this Decree in the capacity as issuer.

2. After the issue, the enterprise shall report issue results to the agency having approved the issue and the Ministry of Finance.

Article 23. Use of money raised from issue

1. The issuing enterprise shall take full responsibility for the use of the capital of issued bonds for proper purposes and its efficiency in accordance with the State's current regulations on foreign exchange.

2. For corporate bonds with government guarantee, the Ministry of Finance shall supervise their capital in accordance with the current regulation on provision and management of government guarantee.

Article 24. Payment of corporate bond principal and interest

1. The issuing enterprise shall transfer money directly to paying agents according to signed agreements to pay corporate bond principal and interest to bond holders upon maturity.

2. For corporate bonds with government guarantee, whenever the issuing enterprise cannot arrange partial or full payment of due debts, at least 45 days before the interest payment deadline or 90 days before the principal payment deadline, it shall report it to the guarantee-providing agencies for handling.

3. The issuing enterprise shall open and use a foreign loan and debt account for receiving the capital of issued bonds and paying bond principal and interest under the Ordinance on Management of Foreign Exchange and the guidance of the State Bank.

Chapter IV

RESPONSIBILITIES OF RELATED AGENCIES

Article 25. Responsibilities of the Ministry of Finance

1. To assume the prime responsibility for elaborating schemes on issue of government bonds on international capital markets and making plans on use of capital raised from bond issue, and submitting them to the Government for decision.

2. To assume the prime responsibility for. and coordinate with related agencies in. working with national credit-rating agencies.

3. To select and sign contracts with foreign partners related to the issue of government bonds after obtaining approval of the Government.

4. To complete legal dossiers for the issue, organize the issue and re-lend capital raised from the issue of international bonds.

5. To select agencies for re-lending and re-lend the capital of international bonds under the current Regulation on re-lending of the Government's foreign loans.

6. To supervise the use of capital raised from the issue of government bonds for proper purposes and with effectiveness, recover the capital from re-borrowers. To plan and pay international bond principal and interest and related expenses on schedule.

7. To follow fluctuations in the prices of government bonds listed on international capital markets, analyze and assess market conditions and restructure government bond debts when conditions are favorable.

8. To assume the prime responsibility for appraising state enterprises' schemes on issue of international bonds and schemes on issue of bonds with government guarantee.

9. To guide enterprises issuing corporate bonds with government guarantee in determining credit ratings, preparations and issuers; to examine and supervise the use of loans for proper purposes and with effectiveness set out in the approved bond issue schemes to ensure the recoverability of capital for payment of bond debts.

10. To act as the focal point to supply information for foreign partners according to the agreements signed upon issue of international bonds.

11. To account via the state budget proceeds from the issue of government bonds in accordance with the State's current regulations.

12. To issue a regulation on the order and procedures related to the process of issue of international bonds.

Article 26. Responsibilities of the State Bank

1. To coordinate with the Ministry of Finance in all stages of preparation and issue of government bonds in conformity with international practices and Vietnamese law.

2. To coordinate with the Ministry of Finance and related agencies in supplying data and documents for verification when preparing the prospectus in the course of preparing for the issue of government bonds.

3. To supply necessary data and documents at the request of the Ministry of Finance and collaborate with national credit-rating agencies.

4. To organize registration of loans raised by enterprises by the mode of self-borrowing and self-payment.

Article 27. Responsibilities of the Ministry of Planning and Investment

1. To coordinate with the Ministry of Finance in elaborating and evaluating schemes on issue of government bonds.

2. To coordinate with the Ministry of Finance and related agencies in supplying data and documents for verification when preparing the prospectus in the course of preparing for the issue of government bonds.

3. To supply to the Ministry of Finance necessary data relating to its management domain and work with credit rating agencies.

4. To coordinate with the Ministry of Finance in evaluating national debt indicators related to the issue of international bonds.

Article 28. Responsibilities of the Ministry of Justice

1. To act as a domestic legal consultant for issuers with regard to issue of government bonds.

2. To give opinions on legal matters in issue guarantee contracts and other legal contracts related to the issue of government bonds, and government guarantee agreements before they are submitted to the Prime Minister for decision.

3. To appraise inconsistencies between agreements on issue of government bonds and corporate bonds and domestic laws and monitor the handling of these inconsistencies in the course of implementing these agreements;

4. To provide legal opinions on agreements on issue of government bonds and government-guaranteed corporate bonds and on the legal status of issuers and guaranteeing agencies at the request of these agencies.

Article 29. Responsibilities of other related agencies

1. To coordinate with the Ministry of Finance in supplying data regularly or irregularly to serve the rating of the creditworthiness of the country and enterprises and work with credit rating agencies.

2. To coordinate with the Ministry of Finance and the Ministry of Justice in supplying necessary data and information for preparing the prospectus and preparing legal opinions and participating in data-checking sessions together with syndicates of guaranteeing banks and units involved in the issue.

Article 30. Responsibilities of enterprises re­-borrowing capital raised from the issue of government bonds

1. To comply with the current Regulation on re-lending of the Government's foreign loans.

2. To supply sufficient documents and dossiers on investment projects expected to use capital raised from the issue of international bonds to the Ministry of Finance for appraisal and elaboration of schemes on issue of corporate bonds.

3. To take full responsibility before law for the use of proceeds from the issue of government bonds for purposes approved by the Government. All acts of using such capital for improper purposes or failing to fulfill committed obligations shall be handled under law.

4. To commit and pay in time and fully financial obligations to the Ministry of Finance according to the provisions of re-lending contracts.

5. To keep accounting records, financial statements and valid documents on the withdrawal of capital and use of re-borrowed amounts and send quarterly and annual reports to the Ministry of Finance.

6. Regularly or irregularly upon request of the Ministry of Finance, re-borrowing enterprises shall send evaluation reports and supply explanatory documents relating to the effective use of loans re-borrowed from capital raised from the issue of government bonds.

Article 31. Responsibilities of enterprises issuing international bonds with government guarantee or directly issuing international bonds

1. Enterprises that issue international bonds with government guarantee shall observe the current Regulation on provision and management of government guarantee.

2. Enterprises directly issuing international bonds (with or without government guarantee) shall take full responsibility before law for the use of proceeds from the issue, fulfill all obligations arising out of international bonds, and strictly observe the State's current regulations on borrowing and repayment of foreign loans and foreign exchange management.

3. All enterprises issuing international bonds in whatever forms shall make reports under Article 33 of this Decree.

Chapter V

COST-ACCOUNTING EXAMINATION, SUPERVISION AND REPORTING REGIME

Article 32. Accounting

1. For government bonds, proceeds from the sale thereof shall be accounted under the current State Budget Law.

2. Enterprises re-borrowing the Government's international bonds and issuing enterprises shall apply the investment capital accounting and settlement regime according to current regulations.

Article 33. Reporting

1. Quarterly and annually, enterprises issuing bonds with government guarantee and re-borrowing capital of the Government's international bonds shall report on the allocation and use of bond capital and debt payment to the Ministry of Finance in accordance with the Regulation on provision and management of government guarantee and the Regulation on use and supervision of use of capital raised from government bonds.

2. The deadline for reporting is the last day of the First month of the subsequent quarter, for quarterly reports, and before January 31 of the subsequent year, for annual reports.

3. Enterprises issuing bonds without government guarantee shall make reports according to regulations of the State Bank and at the request of the Ministry of Finance.

Article 34. Examination and supervision

The Ministry of Finance, the agency re-lending capital of the Government's international bonds and government guarantee-providing agency shall monitor and supervise the use of capital by projects re-borrowing such capital and enterprises issuing bonds with government guarantee, ensuring that such capital is used for proper purposes and international bonds are recovered and paid in accordance with the current Regulation on re-lending of the Government's foreign loans and Regulation on provision and management of government guarantee and regulations on use and supervision of use of capital raised from international bonds for each issue, which are issued by the Ministry of Finance.

Article 35. Loan audit

At the end of a fiscal year, enterprises issuing bonds with government guarantee or re-borrowing the capital of the Government's international bonds shall select audit companies to audit all annual financial statements on the use of the capital of international bonds and send audited financial statements to the Ministry of Finance within 15 days after obtaining audit reports.

Chapter VI

IMPLEMENTATION PROVISIONS

Article 36. Implementation guidance

The Ministry of Finance shall coordinate with concerned ministries and branches in guiding the implementation of this Decree.

Article 37. Effect

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

2. All previous provisions contrary to this Decree are annulled.

3. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, enterprises, and concerned organizations and individuals shall implement this Decree. 
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