IT ' S SMART

Instructions to execute some of the provisions of the Decree 90 /2011/ND-CP

October 14, 2011 by the Government on the release of corporate bonds

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Base of Protocol 118 /2008/NĐ-CP November 27, 2008 the Government regulates the function, mandate, jurisdiction, and organizational structure of the Ministry of Finance;

Base of Protocol 90 /2011/ND-CP October 14, 2011 by the Government on the release of corporate bonds;

Base of Protocol 58 /2012/NĐ-CP July 20, 2012 by the Government Regulation and guidelines enforce certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law;

At the suggestion of the Chief Financial Services of Banks and Financial organizations;

The Minister of Finance issued the Guidance Notification on some of the provisions of the Digital Protocol 90 /2011/ND-CP October 14, 2011 the government issue of corporate bonds.

What? 1. The applicable range and object adjustments

1. This information instructs some of the provisions of the Digital Protocol 90 /2011/ND-CP October 14, 2011 by the Government on the release of corporate bonds (the following call for Digital Protocol) 90 /2011/NĐ-CP)

2. The adjuvable object of this message is that the businesses issue bonds, organizations and individuals involved in the operation to issue bonds.

3. Companies in the stock sector, the bank when the release of bonds must comply by regulation at paragraph 3 Article 1 Resolution No. 3 90 /2011/ND-CP and execute the notification mode, the prescribed report at this message.

What? 2. Explain the word

In addition to the terms already explained at Article 2 Digital Protocol 90 /2011/ND-CP, in this message the terms are understood as follows:

1. "The bond limit" is the time interval from the date of the bond release to the date of the bond expiration date.

2. "The date of the bond release" is the day the bond starts to take effect and is the time as the base to determine the date of the return, the bond interest.

3. "The nominal interest rate of the bonds" is the percentage (%) between the annual interest rate on the bond price that the company releases must pay the bond to the bond of the bond on the terms of interest in terms of the conditions, the terms of the bonds.

4. "The yield to issue bonds" is the interest in which the business releases decisions on the basis of the outcome of the bond release and is the base to charge the bonds.

5. "The time of bond conversion to stock" is the amount of time to complete the bond conversion to the stock of the conversion bond.

What? 3. Conditions, clause clause

1. The business must ensure the public publicly announced, the terms of the bonds are expected to be issued by regulation at the release market.

2. For bonds issued in the domestic market, conditions, the bond clause must ensure the following basic content:

a) the bonds limit;

b) The bond volume is expected to release;

c) The co-release and payment of the bonds;

d) The price of bonds;

The fruit of the bonds;

e) The type of bond expected to be released:

e1) For the conversion bond, the release business must specify the conditions, the terms associated with the conversion of the bond prior to the release, including:

-The deadline for bond conversion to stock, which specifies the timing and location of the conversion registration, the timing of the start of the conversion of the conversion and the time of the end of the conversion;

-The principle determines the rate of bond conversion to stock;

-Sequence, bond conversion to stock;

-The commitment to implement the obligation of the release business to the bond owner;

-The damage compensation method for bond owners in the case of a business released does not make the conversion of bonds to shares under the conditions, the provision announced at the time of the bond release.

e2) For non-conversion bonds with certificate of rights, the release business must clear the conditions, the terms associated with the certificate for investors, including:

-The amount of the right to issue with bonds;

-Clause transfer condition;

-Sequence, procedure for purchasing power;

-The commitment to implement the obligation of the release business to the bond owner;

-The compensation method damages the owner of the bond when the release of the business does not implement the conditions, the provision of the certificate announced at the time of the bond release.

e3) For the bonds that guarantee payment, the release business must clearly specify the terms related to the guarantee of payment to the investor, including: the method of payment of payment; the scope of payment of payment; the sequence, the implementation of the warranty. ensure that the company releases not to perform payment; the documents demonstrate payment of payment under the law of the guarantee transaction registration; the pledge to carry out the obligation of the company issued to the owner of the transaction. Bonds.

g) the method of releasing bonds;

h) Regulations on the acquisition, bond swaps (if available).

3. For bonds issued to the international market, the company releases the implementation of the announcement of information and conditions, the regulatory of the bonds according to the release of the release market.

What? 4. Release bonds for multiple releases at the domestic market.

1. The business that releases bonds for multiple releases must meet the following conditions:

a) meet the regulatory conditions at Article 13 of the Digital Protocol 90 /2011/NĐ-CP.

b) There is a need for capital mobiles that do many times in line with the investment project or business production plans of the business.

c) The bond release method must specify the object, number of releases, the release value, and the expected release time of each batch.

2. The operating business meets the conditions of regulation at Clause 1 This is issued bonds for multiple releases but a maximum of no more than 12 months. In the case of various financial years, the company released a new release.

3. Appropriation and approval of the bond release method for multiple releases

a) The profile issued an external bond at paragraph 2 Article 14, paragraph 2 Article 15 of the Digital Protocol 90 /2011/ND-CP In terms of the bond release, the number of releases, the number of releases, the release value, and the expected release period of each accompanied by the project or the planned use of capital.

b) The approval or approval of the license issued by the competent authorities must specify the number of releases, the value of each release, and the expected release time.

What? 5. The method of making bonds in the domestic market

1. bond bids

a) The principle of holding the bidding:

-Keep all the bids from the contractor's bids and information regarding the bidding interest;

-Public implementation, transparency, equality of rights and obligations of the subjects participating in the bid;

-Make sure to comply with the laws of law on the release of individual securities.

b) The release business must publish the full information regarding the bidding, which includes the following principal contents:

-Subject to bid.

-Time, the bidding site, which specifies the time of the bid, the bidding period, the time of publication of the bidding results;

-The volume of bidding.

-The conditions, the bond terms are expected to release;

-The form of bidding and the volume of bidding on each form of bidding: competitive interest competition, non-competitive interest rate or a combination of interest rates and no interest rate competition;

-Principles and processes that determine the result of the bid (the interest in the bid and the volume of the bid, the bid price) which includes the case of determining the volume of the bid when many investors set at the same rate of interest.

2. bail out the bonds

a) :

-The subject of the issuing warranty includes securities companies, credit organizations, and other financial institutions that are allowed to provide the issuing warranty service under the rules of the existing law.

-For each release, the business may choose one or several organizations eligible for the implementation of the release warranty. The university selects several organizations, which select the 01 main guarantee under the conditions of the business.

b) the warranty process released follow the agreement between the release business and the bail organization issued by the regulation of the law and the market ' s customary law on each form of bail. The company must sign a bail contract with the organization selected as a bail. The release bail contract must include some of the following basic content:

-Name, address, legal representative of the release business and of the warranty organization issued;

-bail form;

-Conditions, terms of bonds;

-The volume of warranty issued;

-The rights and obligations of the stakeholders;

-The principle of handling when the dispute occurs;

-The warranty fee issued by the two sides of the agreement is based on the nature of the bond issue.

3. Vote Agents

a) Depending on the nature of the bond issue, the business selects the choice of qualified agents to serve as a release agent or simultaneously as a release agent and interest payment agent, the bond root.

b) A participant in the issuing agent of securities companies, credit organizations, and other financial institutions is allowed to provide a issuing agent service under the rules of the existing law.

c) The process of conduct of the bonds of bonds made by agreement between the company's release and the agency's organization issued in accordance with the laws and regulations of the market.

d) The release business must sign a release agent with the published agent organizations. The release agent contract must include some of the following basic content:

-Name, address, legal representative of the release business and of the release agent;

-The form of a dealer.

-The volume issued through the dealership;

-Conditions, terms of bonds;

-The rights and obligations of the stakeholders;

-The principle of handling when the dispute occurs;

-Issued fees issued by the two sides of the self-agreement based on the nature of the bond release.

4. Penal Retail

a) Only the operating business is that the credit organization is sold directly to the bond investor in accordance with the stipulation at Point 1 Article 1 Article 17 digital decree 90 /2011/NĐ-CP.

b) The credit organization adheres to the guidelines of the State Bank of Vietnam on the method of bond retail.

What? 6. Notice and register to issue bonds

1. The announcement and registration of bonds issued in the domestic market and the international market by regulation at Article 30 of the Digital Protocol. 90 /2011/ND-CP is done as follows:

a) A minimum of 3 (three) of working day prior to the day of the bond release organization, the release business must submit registration (notification) to the Ministry of Finance to the Ministry of Finance to General Finance, which monitors the situation to issue corporate bonds under the prescribed duty at Paragraph 2 Article 34 Protocol 90 /2011/NĐ-CP.

b) The content announces issue of the bond according to the Number 1 Annex accompanied by this Information.

c) When sending a bond issue notification to the Ministry of Finance, the business is responsible for sending the message issuing bonds to the approved authority, approving the bond release method.

2. The business 's announcement of a bond release plan is for the Treasury Department to aggregate, which monitors the situation to issue corporate bonds, does not mean the Finance Ministry approx the business' s bond release or validation of the business. Qualified to issue bonds.

What? 7. Report Mode

1. The issuing business is responsible for reporting the authorship of approval, approving the bond release method and the Ministry of Finance on the issue of release. In the case of international market bonds, the business must be sent to the Bank of Vietnam. The time and content report as follows:

a) Report results:

-Time to report: The slog after 15 days from the date of the completion of the release, the release business is responsible for reporting the release results.

-Content reporting by Annex 2 with this message.

b) The periodic report on the balance of interest payments, the root until the limited bond:

-Duration of the report: The slog after 30 days from the end of the second quarter (for the first quarter of the year) and the end of the year (for the report of the year).

-A recurring report on the Third Annex with this message.

c) The following comes to the end of the full payment of the root, bond interest: the slowest after fifteen (15) days, since the date of the full payment of the entire root, bond interest, the release business has responsibility for reporting on the original payment situation, the bond interest. Appendix 3 is accompanied by this message.

2. For the business to issue a conversion bond or bond with a certificate of the right to implement the report regime in accordance with Article 1 Article and stipulate at paragraph 3 Article 32 of the Digital Protocol 90 /2011/NĐ-CP.

3. For the release business is a public company, in addition to implementing a statutory reporting regime at Clause 1 Article, also having to implement the report by law on securities and securities markets.

4. The business case that announced the issue of bonds by regulation in Article 6 of this, but does not make the issue of the bond, must have a written statement issued by the authority, approving the bond issue, the Treasury Department. In the case of international market bonds, the business must be sent to the Bank of Vietnam.

What? 8. The organization performs

1. This message has been in effect since 20 January 2013.

2. The business that issued bonds at the time before this announcement came into effect, implementing a periodic reporting regime in accordance with Article 7 of this Information.

3. During the implementation process, if there is difficulty, entanged, businesses grow. The bonds and units with timely reporting on the Ministry of Finance to consider a specific ./.