The Decree 52/2006/nd-Cp: Regarding The Release Of Corporate Bonds

Original Language Title: Nghị định 52/2006/NĐ-CP: Về phát hành trái phiếu doanh nghiệp

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Decree on the release of corporate bonds _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on organization of the Government of 25 December 2001;
Pursuant to the law of business on November 29, 2005;
Pursuant to the law on investment of 29 November 2005;
Pursuant to the law on credit institutions in December 1997; Law on amendments and supplements to some articles of the law on credit institutions of 15 June 2004;
According to the recommendation of the Minister of finance.
 
The DECREE chapter I GENERAL PROVISIONS article 1. Scope 1. This Decree regulates the release of individual bonds of the types of businesses including: a joint stock company, the State company in the time switch into a limited liability company or joint-stock companies under the provisions of the law on business and enterprise with foreign capital on the territory of the Socialist Republic of Vietnam.
2. supplementary capital bonds are self organized by the State-owned credit made according to the provisions in paragraph 3 article 19, paragraph 3 to article 46, paragraph 1 Article 47 of this Decree.
3. corporate bonds issued by Government guarantee, issued to the public are not in scope of this Decree.
Article 2. Explanation of terms In this Decree, the following words are interpreted as follows: 1. Corporate bonds (hereinafter referred to as the bond) is a type of debt securities issued by enterprises, confirmed the obligation to pay all principal and interest of businesses released for bond owners.
2. Convertible Bonds is the type of bond that can be converted into common stock of the same issuer according to the conditions defined in the release plan.
3. The bonds are not convertible bond type is not likely to convert into shares.
4. secured bonds is the type of bonds are guaranteed payment of the whole or a part of the original interest rate, when due by the property of the issuer or a third party or guarantees the payment of the financial institution, credit.
5. unsecured bonds is the type of bonds not guaranteed the payment of the whole or a part of the original interest rate, with the assets of the issuer or a third party or guarantee payment of credit financial institution.
6. release the bond is the first bond sale for objects of purchase.
7. individual bonds are the bonds case is not released to the public under the provisions of the law on securities and the stock market.
8. The issuer is business made bonds under the provisions of this Decree.
9. Underwriting is organizing the underwriting commitment to the Organization on the implementation of the procedures before issuing bonds, distribute the bonds for investors, buying bonds for resale or purchase of the remaining bonds not yet distributed.
10. release agent is the organizer of the sale of the bonds to investors under the authorization of the issuer.
11. payment agent is the organization that made the original payment, the interest rate the bonds when due under the authorization of the issuer.
12. bond tender is the selection of the Organization, the individual bids, meet all the requirements of the issuer.
13. competitive bidding is the interest of organizations and individuals involved in the bidding given the interest rates bid to the issuer or organization is authorized to choose the winning bid interest.
14. non-competitive tender is the interest of the Organization, the individuals involved did not tender the tender interest rate that registered buy bonds according to the interest awarded was determined according to the results of the competitive bidding interest.
15. Certificate of authority is the type of stock issued attached to bonds, confirm the right of the owner of the bonds is to buy a volume of certain common stock under the conditions specified.
16. The rate of conversion of bonds into shares is the number of common shares that the bond owners get when doing a conversion of bonds into shares.
17. bond conversion period is the period of time since the Organization began the conversion of the bonds until the end of the conversion of the bonds.
18. Pledge bonds is the owner of his bond allocation bonds for organizations, individuals hold to secure civil service.
19. The organization is trusted legal norms that function evaluation on the level of prestige of the enterprise and the ability of the original payment, the interest rate of a bond issuer during the term of the bonds.
20. the depository is the owner of the bonds the bonds made his bonds registered in an organization is permitted to store, preserve the bond to this organization to implement the rights to bond for the owner.
Article 3. Issue guidelines 1. Corporate bonds under the principle of the loan yourself, self charged and responsible about the effective use of the loan.
2. issue activity must ensure public, transparent, fair, protect the legitimate rights and interests of the investors.
3. The issuance of the bonds must comply with the provisions of this Decree and the other provisions of the relevant laws.
Article 4. The purpose of using the proceeds from the bond issuance: 1. Implementation of the investment project.
2. Restructuring the medium and long term loans.
3. increase the scale of capital works.
Article 5. The currency issue, the payment of corporate bonds to be released and charged in Vietnam.
For bonds of the credit institution, the currency issued, denominated in foreign currencies and Vietnam follow the regulation of the State Bank of Vietnam.
Article 6. The form of the bonds the bonds are issued in the form of certificates, journal entry or electronic data logging.
Article 7. The face value of the bonds corporate bonds have denominations of a minimum of 100,000 (one hundred thousand). Other denominations are multiples of 100,000 dong.
The kind of face value of bonds issued by enterprises decide for each release.
Article 8. The object of buying corporate bonds 1. The object of buying corporate bonds is the personal organizer, Vietnam; Vietnam people settled abroad; organizations and individuals abroad.
2. The object is held by Vietnam are not used due to the State budget funding levels to buy corporate bonds.
Article 9. Bond interest rates 1. The base level of enterprise's prestige, efficiency of investment projects and the situation in the financial markets, currencies, corporate bonds bond interest rate decisions for each release.
2. The interest rate the bond can define fixed for the whole term of the bonds or the float on the market.
The case of bonds with floating interest rates, the issuer announces the reference interest rate to make determining the interest payable to the owner of the bonds.
3. Bond interest payment modes: a periodic interest payment);
b when the interest rate payments) released;
c) once payment along with the original money when due.
Article 10. The trading range of the bond 1. Corporate bonds are freely transferable, give, donate, leave to inherit or use to discount, mortgage, pledge of credit relations under the current provisions of the law.
Businesses may not use government bonds issued to business discount, mortgage, pledge in the credit relationship.

2. The bond trading on currency markets; listing, registration, custody and bond transactions in the securities trading centers (stock exchange) are made according to the provisions of the relevant laws.
3. do not use the bond to replace the money in circulation and make your financial obligation to the State.
Article 11. Purchased before maturity bonds issuers of bonds have been acquired before the release date.
Article 12. Custody, the dealership owner bonds bonds are bonds in depository institutions allowed depository or a sign posted at the credit institution to preserve under the provisions of the law.
Article 13. The responsibility of the Organization issuing the bonds 1. Using the proceeds from the bond issuance for your purposes have committed with the investors. 
2. Payment in full, on time, the interest rate the bonds when due.
3. Make full disclosure obligations and is responsible for the accuracy, truthfulness of the information published.
4. To fulfill the responsibility to commit to underwriting institutions, release agents, payment agents and organizations authorized to tender the bonds.
5. Make the mode of financial management, accounting and statistical reporting in accordance with the law.
Article 14. The bond buyer's rights 1. Is the issuer guarantees payment in full, timely principal and interest when the bonds come due.
2. Use the bonds to transfer, give, donate, leave inheritance, discount, mortgage and pledge in the civil relations law.
Article 15. Bond payment settlement in case of lost or damaged 1. Bearer bonds are lost or torn, damaged, no longer keep its shape, original content will not be paid.
2. lost or bearer bonds torn, damaged, if people do take bonds prove ownership of his bonds and the bonds that have not yet taken advantage of the payment will be the issuer of payment when due.
Article 16. Processing the counterfeit bond behavior any advantage or fake bonds, depending on the nature and extent of the violation will be handled in accordance with the law.
Chapter II CONDITIONS and JURISDICTION to DECIDE SINGING BONDS article 17. Conditions of issuing corporate bonds issued when the following conditions: 1. the Enterprise Is subject to the provisions in clause 1 article 1 of this Decree.
2. Have a minimum operating time is 1 year from the date of official business in operation.
3. the financial report of the year preceding the year of adjacent released audited.
4. Results of operations, business adjacent to release five years with interest.
5. Have issued bonds are held, through the authorized individual.
Article 18. The bond issuance plan 1. Options issued by issuers of build to issuers of bonds and publicly for the investors said.
2. content of bonds, including: a) the purpose of issuing bonds;
b) information about the trades, business and results of operations of the business;
c) mass term, interest rate, bond release;
d) conversion rate, conversion period, amplitude fluctuations in the stock price (for the case of convertible bonds issuance);
DD) method to release bond and participating institutions underwriting, payment guarantee, the release agent, agent bond payment;
e) location to sell the bonds and the payment of principal, interest on the bonds;
g) source layout plan of the original payment, interest on the bonds;
h) other commitments for the owner of the bonds.
Article 19. Through the bond issuance plan 1. Shareholders approved issuing convertible bonds. General Manager (Director) enterprise implementation plan issue.
2. The Board, Board member or representative of the owner of capital through bond issuance plan does not have the ability to convert. General Manager (Director) enterprise implementation plan issue.
3. for additional own capital bonds due to the credit institutions and State-owned bonds of State enterprises (including State-owned companies, State joint stock company, limited liability company, a Member State limited liability company, the State has two members in the time switch as specified) projects released the bonds must be approved by the Finance Ministry.
Chapter III TYPES of CORPORATE BONDS CONVERTIBLE BONDS category 1 article 20. The object released convertible bonds convertible bonds issued by the company.
Article 21. The principle of issuing convertible bonds 1. At the time of public release of information about the conditions of the transition, the time limit for conversion, the conversion rates the bonds, the amplitude fluctuations in the stock price, the purpose of using revenues from bonds and other benefits of owning bonds.
2. Make sure the rate of participation of foreign parties in the Vietnam business according to regulations of the Prime in each period.
3. The total level of release does not release limit is exceeded.
Article 22. The conversion period the conversion period bonds by the bond issuer identification and public disclosure for investors to know when bonds.
Article 23. The bond conversion rate 1. Conversion rate bonds by the issuer identification at the time of release.
2. At the time of performing the conversion bond, stock prices fluctuate beyond the amplitude fluctuations in the stock price to be announced when the bonds, business owners have the right to adjust the left conversion rate the votes accordingly.
Article 24. Guaranteed payment for the bonds convert 1. Convertible bonds are bonds that can be secured or unsecured bonds.
2. Bonds are guaranteed by the method: a) guarantee the payment of the financial institution, credit;
b) secured by the assets of the issuer;
c) secured by the assets of third parties.
3. The specific provisions ensuring the payment of bonds issued.
Article 25. Proof of rights attached to the convertible bonds 1. Proof of rights attached to the convertible bonds confirmed the rights of the owner of the bonds be purchased a number of common stock of the issuer under the conditions specified.
2. The issuer discloses the information relevant to the right to buy common shares of the owner of the certificate authority when issuing bonds, including: a) conditions to buy common shares of the owner of the certificate authority.
b) the number of shares to be bought by each unit the certificate of authority.
c) other rights and responsibilities of the holder of the certificate authority.
Section 2 BONDS DON'T CONVERT to article 26. Bond release objects do not convert 1. State enterprises.
2. joint-stock company.
3. limited liability company.
4. Enterprise with foreign investment in Vietnam.
Article 27. Issue guidelines not switch 1. The purpose of public use revenues from bonds.
2. The total level of release does not release limit is exceeded.
Article 28. Guaranteed payment for the bonds are not convertible bond conversion could not be secured bonds or unsecured bonds.      
The guarantee for payment of the bonds is made according to the provisions in article 24 of this Decree.
Article 29. Proof of rights attached to the bonds do not convert

1. only the new joint stock company was issued the certificate of rights attached to the bonds is not likely to convert.
2. The issuance of the certificate of the rights attached to the bonds is made according to the provisions of article 25 of this Decree.
Chapter IV ISSUE Item METHOD 1 UNDERWRITING BONDS article 30. Organize underwriting bonds 1. Organize underwriting corporate bonds include securities companies and other financial institutions in accordance with the law.
2. The financial regulations of the Organization's standard underwriting bonds and publicize annually to corporate bonds and institutions underwriting the bonds perform.
Article 31. The method of underwriting bonds 1. The underwriting corporate bonds may do one or more of the Organization at the same time make.
2. where multiple organizations perform underwriting bonds, follow the same method underwriting bonds.
Article 32. Bond underwriting fees 1. Underwriting fees due bonds the issuer agreement with the receiving organization underwriting.
2. Fees underwriting the bonds is calculated on the cost of issuing bonds and accounting on business expenses or the value of the project, the process of using revenues from bonds.
Section 2-RELEASE AGENT BOND Article 33. The Organization issued dealer 1. Organization of dealer bonds are the securities firms, credit institutions and other financial institutions in accordance with the law.
2. The financial regulations of the Organization's standards agency issued corporate bonds.
Article 34. The method of bond release agents 1. Issuers of bonds may be mandated for one or several organizations doing the same quest dealer bonds.
2. release agents make selling the bonds to investors in accordance with the commitment to the organization. The case of not selling out, the dealer was returned to the issuer of the bonds.
Article 35. Issue dealer fees 1. Dealer charges issued by the issuer agreement with dealer bonds.
2. release agent Charges bonds is calculated on the cost of issuing bonds and accounting on business expenses or the value of the project, the process of using revenues from bonds. 
Section 3 PROCUREMENT Article 36. BONDS Modes of tendering bonds the issuer of bonds was selected after bidding methods: 1. direct bidding in Enterprise bonds.
2. Bidding through intermediary financial institutions.
3. Bidding via the stock exchange (stock exchange).
Article 37. The tender bond guidelines 1. The secret of the information of the Organization, the individual bids.
2. Ensure equality between organizations and individuals to join in the bidding.
3. Competition of interest between organizations and individuals to join in the bidding.
Article 38. Participants bid bond 1. Participants bidding for bonds is the individual organizations specified in article 8 of this Decree.
2. The audience join the tender bonds via the stock exchange (stock exchange) must meet the conditions prescribed by law.
Article 39. Form of tender the bonds 1. Competitive bidding interest.
2. Combine the competitive bidding interest with non-competitive bidding interest.
The rate of non-competitive tender bonds interest in bidding by every business decision but the maximum 30% of the total volume of bonds to announce the release of the tender.
Article 40. The tender bond fees 1. Tender premium bonds because the issuer agreement with the organization authorized to tender the bonds.
2. the tender Premium Bonds is calculated on the cost of issuing bonds and accounting on business expenses or the value of the project, the process of using revenues from bonds (including issuers of self tender bond). 
Chapter V DISCLOSURE Article 41. The principle of disclosure of information 1. Ensure full, timely supply of information necessary for people to buy the bonds.
2. The issuer, the audit organization, organization of credit limit (if any) is responsible for the accuracy, truthfulness of the information published or verified.
Article 42. Publication information content issue 1. Financial reporting years ago in releasing audited.
2. bond issuance plan are Organizer, personal authority through.
3. the Organization's rating results level of trust for the issuer of bonds and bond release type (if any).
4. Rights of the person who bought the bonds and commitments of the Organization issuing the bonds.
43 things. Make disclosure of information the issuer made the announcement following regulatory information: 1. Publication of the information about the release of bonds at least on 3 consecutive times of 01 01 central or newspaper local newspaper where issuers headquartered.
2. the information listed under the provisions of article 42 of this Decree at the headquarters of the issuer, underwriting institutions, agents released, tender and bond distribution locations.
Depending on the specific conditions, the issuer can use more other media to publish information such as radio, television, newspaper, website, ...
Chapter VI PAYMENT of PRINCIPAL, INTEREST on the BONDS Article 44. The original payment source, bond interest rates 1. The bond issuer is responsible for the layout of the original payment source, bond interest rates for people who own the bonds from the depreciation base of projects, investments and the legal capital of the business.
2. With regard to the secured bonds when the issuer is not the source of payment, the secured property will be played to complete the business repay the loan when due.
The case of the financial institution, credit guarantee payment for bonds, financial institutions, credit responsibly redeploying capital to repay to the person owning the bonds. The issuer is obliged to receive the debt and pay back the payment guarantee organization or a third party in accordance with the conditions already committed.
Article 45. Original payment organization, bond interest rates 1. The issuer may direct payment or mandated for the financial institution, credit may be eligible to make the original payment, the interest rate on the bonds. 
2. The issuer and payment agent may commit on the application of the capital payment agent to payment of principal, interest on bonds for bond owners. The issuer is responsible for repayment of the advance payment and dealer for good use of capital in slow time charged under the contract agreement between the institutions.
3. Fee payment of principal, interest on the bonds is calculated on the cost of issuing bonds and on the cost accounting of business or project, the settlement value of investments with the source release of the bond.
Chapter VII LIABILITY of STATE MANAGEMENT BODIES and BUSINESS OWNERS REPRESENTATION Article 46. The Ministry of finance 1. Unified State management for operation issued corporate bonds.
2. safety limit monitoring for State business debt in the total debt of the safety limit State.
3. Review, comments approved scheme issued by the organization according to the provisions in clause 3 of the article 19 of this Decree.
4. Suspension of the issuance of bonds of enterprises that violate state regulations about the release of bonds.
Article 47. State Bank

1. To consider, decide the issue of the credit organization according to the provisions of the law on credit institutions, the law on amendments and supplements to some articles of the law on credit institutions after the opinion approved by the Ministry of finance as stipulated in paragraph 3 of the article 19 of this Decree.
2. In coordination with the Ministry of finance instructed the credit institutions performing Professional guarantee and bond release agents.
3. State management for the use of corporate bonds to trading on the currency market; discount, mortgages, mortgage bonds in the credit relationship between credit organizations with the owner of bonds under the provisions of the law.
Article 48. Business owner representatives 1. Approval of bond release businesses of the scope of management.
2. Monitor the issuance, use and payment of principal, interest on the bonds when due.
Chapter VIII TERMS of ENFORCEMENT of Article 49. This Decree takes effect from July 1, 2006 and replaces Decree 120/CP dated 16 September 1994 the Government issued a temporary regulation on the release of stocks, bonds of the State enterprises.
Article 50. The Minister of finance is responsible for guiding and organizing the implementation of this Decree.
Article 51. The Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities; The Board, the Board members, the Director General, the Director of bond release businesses responsible for the implementation of this Decree.
 

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