DECREE

ON ISSUANCE OF GOVERNMENT BOND, GOVERNMENT-GUARANTEED BONDS AND LOCAL GOVERNMENT BONDS

THE GOVERNMENT

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

Pursuant to the Law on State Budget of December 16, 2002;

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

Pursuant to the Ordinance on Foreign Exchange of December 21, 2005;

At the proposal of the Minister of Finance,

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Chapter 1.

GENERAL PROVISION

Article 1. Scope of adjustment

This Decree stipulates the issuance of government bonds, government-guaranteed bonds and local government bonds.

Article 2. Explanation of terms

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

1. "Government bonds" are bonds issued by the Ministry of Finance to raise funds for the state budget or for and specific investment projects and programs within the scope of the state's investment.

2. "Government-guaranteed bonds" means bonds issued by enterprises, financial and credit institutions and bank for social policy of the state subject to the provisions of Article 32 of the Law on Public Debt Management and guaranteed the payment by the government

3. "Local government bonds" means bonds issued by People's Committees of centrally-affiliated provinces and cities (hereinafter referred to as provincial-level People's Committee) in order to raise funds for the local works and projects,

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5. “"Bond issuance guarantee" is the method of issuing bonds for which the issuing entity sells bonds through the issuance guarantee organization.

6. "Prospectus" means document or electronic data publicizing accurate, honest and objective information related to the offering or listing of bonds of the issuing entity and the terms, design of bond issuance.

7. “Agent agreement" means the agreements signed between the issuing entity and the agent organizations on the terms to carry out transactions from preparation for issuance until complete payment of bonds, including:

a) Printing agent: organization chosen to print bonds, prospectus and other relevant documents

b) Listing agent: is the organization chosen to make the procedures for listing of bonds of the issuing entity on the appropriate securities markets in accordance with the provisions of the listing place.

c) Financial and payment agent: organization chosen on behalf of the issuing entity to pay principal and interest of bonds to investors and is the agent to manage list of investors holding bonds of the issue;

d) Transfer agent: is the organization chosen to maintain reports of bond holders, cancel and issue certificates, and handle issues related to lost, damaged or stolen certificates;

dd) Trust agent: organization appointed by investors holding bonds as representative to protect the interests of the bond holders and ensure compliance with the terms of the bonds;

e) Depository organization: the one receiving consignment, storage and confirmation the assignment and transfer of bonds in the market.

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9. “Bond issue bidding " is the mode of bond issuing that the issuing entity has chosen the organizations eligible for bid winning to buy bonds to meet the requirements of the issuing entity.

10. "Trust factor“ is the coefficient the assessment organizations of trust factor determine to assess the country (the national trust factor) or businesses (the corporate trust factor) on the level of confidence, investment risk level and ability to repay the loan.

11. "Issuance guarantee Contract" is the agreement signed between the issuing and guarantee organization or a combination of issuance guarantee on terms and conditions to make issuance guarantee or carry out issuance of each issue or issuance program.

12. “Legal consultation contract" means the agreement signed between the issuing entity and issuance guarantee organizations (combinations) with one or more law firms on providing international or domestic legal consultancy services.

13. "Bond swap" means the purchase and sale of two different bond codes of the same issuing entity at the same time with the aim of restructuring the debt list.

14. "Principal guarantee or book management organization" is one or a group of reputable financial institutions on the market chosen by the issuing entity to perform transaction and play a major role in the distribution of bonds. The principal guarantee or book management organization has an advisory role of optimal issuance structure, giving the reference price, appropriate issuance time, and collaborating with all parties concerned to create good motivation for the transaction.

16. "Re-borrower" means a business, financial and credit institutions, provincial-level People's Committee that shall sign the re-borrowing agreement and debt receiving with the re-lending agencies to use bond issuance funds of the Government under re-lending mechanism.

17. "Bond issuance" means the issuing entity sells bonds to the bond buyers.

18. "Issuance guarantee organization" is an organization making commitment to the issuing entity to carry out the procedures for the issuance of bonds, buying a part or all of the bonds of the issuing entity for resale, distributing bonds to investors or to buying the remaining bonds that have not been distributed.

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20. "Domestic legal counsel " is a law firm with a commercial presence in Vietnam chosen as a consultant for the issuing entity or issuance guarantee organization (combination) of the provisions of Vietnamese law related to the issuance of bonds.

21. "International legal counsel" is law firm chosen as a consultant to the issuing entity or issuance guarantee organization (combination) of the provisions of international law, applicable law on bond issuance market, preparing prospectus and legal opinions for the bond issue.

22. "Issuance guarantee combination" is a combination of issuance guarantee organizations chosen by the issuing entity to participate in the process of issuing bonds. This combination can be divided into several levels depending on the specific requirements of each issue:

a) Level 1 includes the principal guarantee or book management organization with a key role in the distribution of bonds; coordinating with the issuing entity to enhance national image, corporate image and continuing to support liquidity after issuance;

b) Level 2 includes principal management or co-management organization with more limited role in the allocation of bond sales volume;

c) Level 3 consists of management or co-management organization with the lowest role in issuing guarantee combination.

23. "Legal opinion" is the legal document issued by the Ministry of Justice, domestic or international legal counsel in accordance with the provisions of Vietnamese law and international practices on legal grounds of the transactions related to the issuance and payment of bonds made on the basis of Vietnamese law, the treaties, international agreements and contracts with foreign elements and other legal documents.

Article 3. Bond issuing entity

1. The issuing entity of Government bond is the Ministry of Finance.

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3. The issuing entity of local government bonds is provincial-level People’s Committee.

Article 4. Purpose for bond issuance

1. Government bonds are issued for the following purposes:

a) Investment for socio-economic development is the task of expenditure of the central budget in accordance with the Law on the State Budget;

b) Offsetting temporary deficit of the state budget from borrowing of short-term bonds;

c) Structuring the Governmental debt and debt list.

d) Re-lending to the enterprises, credit and financial institutions and local government as prescribed by law;

dd) Other purposes in order to ensure national financial security.

2. Government-guaranteed bonds are issued to finance the following programs and projects:

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b) Programs and projects with high-tech application and projects in the area of energy, mining, mineral processing or production of goods or provision of exporting services are decided by the Prime Minister in accordance with the direction of socio-economic development of the country;

c) Programs and projects in the field and geographical area which the State encourages investment by decision of the Prime Minister;

d) Targeted credit programs of the State carried out by Vietnam Development Bank and Bank for Social Policies or credit and financial institution, credit shall comply with the decision of the Governmental Prime Minister.

3. Local government bonds are issued for the following purposes:

a) Investment for socio-economic development subject to the local budget expenditure in accordance with the Law on the State Budget;

b) Investment in projects which can be recovered at the locality

Article 5. Principle of bond issuance

1. The bond issuance must guarantee the openness, transparency and fairness.

2. The bond issuance must comply with the provisions of this Decree and other provisions of the relevant law.

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Article 6. Terms and conditions of bonds

1. Bond term

Except that the treasury bills are issued by the Ministry of Finance, the other types of government bonds, government-guaranteed bonds, local government bonds with a term of one (01) year or more, the Ministry of Finance shall make specific guidance on bond term to ensure diversity and standardization of the bond term for the purpose of developing the bond market.

2. Bond issuance volume

The volume of bonds issued in installments shall be decided by the issuing entity, based on the capital using demand decided by the competent level and the conditions and ability to raise capital on the market.

3. Bond par value

Bond par value shall be decided by the issuing entity. In case the bonds are listed at the stock exchange, the face value of bonds shall be specified in accordance with the provisions on the listing and trading of securities.

4. ssuance currency and payment of bonds

a) Government bonds, government-guaranteed bonds, local government bonds are issued domestically in Vietnam dong. In case the government bonds are issued domestically in foreign currencies freely convertible in accordance with the scheme approved by the Prime Minister.

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c) The currency used to pay bond principal and interest the same type with the currency upon issuance.

d) The use of foreign currencies as the currency of issuance and payment of bonds must ensure compliance with the provisions of the law on foreign exchange management.

5. Form of bond

a) Bonds are issued in the form of certificates, a book entries or electronic data.

b) Issuing entity shall make decision on the bond form for each issue.

6. Bond interest

a) The interest rates of government bonds, government-guaranteed bonds, local government bonds domestically issued shall be decided by the issuing entity in the frame rate decided by the Ministry of Finance.

b) The bonds are issued at a fixed interest rate, floating rate and the discount rate under the issuance plan approved by the competent authority for approval.

7. Bond acquisition and swap

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- Issuing entity may redeem the bond before due date to reduce debt obligation or debt restructuring under the scheme approved by the competent authority under the provisions of this Decree and the provisions of the law on public debt management.

- The callable bond acquisition must ensure the principles of openness, transparency and efficiency.

b) Bond swap

- Government bond issuance can be swapped for debt restructuring program, the debt restructuring plan has been approved by the competent authority under the provisions of this Decree and the provisions of the law on public debt management.

- The swap of Government-guaranteed bonds must be approved by the Ministry of Finance.

- The bond swap must ensure the principles of openness, transparency and efficiency.

Article 7. Bond buyer

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

2. Vietnamese organizations are not permitted to use funds allocated by the state budget to buy bonds.

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1. Rights of bond holders

a) The bond holders are guaranteed for full payment and in due time when the principal and interest of bonds come to maturity.

b) The bond owner can use the bonds for transfer, donation, inheritance, mortgage discount in civil and credit relations in accordance with the current regulations of law.

2. Tax obligations of bond holders

The bond owner shall carry out the corporate income tax payment obligation or personal income tax for income arising from interest from government bonds, government-guaranteed bonds, local government bonds in accordance with current tax law. The exemption of corporate income tax or personal income tax for income from government bonds issued to the international market shall be decided by the government.

Article 9. Note, listing and trading of bonds

1. For domestically issued bonds

a) Government bonds, government-guaranteed bonds issued by banks for social policy can be registered, deposited at the Securities Depository Center; listed at the stock exchange as prescribed by the Ministry of Finance; traded on the currency market and at the stock exchange where the bonds are listed.

b) Local government bonds are registered, deposited at the Securities Depository Center; listed and traded at the stock exchange as prescribed by the Ministry of Finance.

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2. For bonds issued to international market.

Government bonds, government-guaranteed bonds are deposited at foreign depository orgnizations; listed and traded at foreign stock exchange.

Chapter 2.

DOMESTIC BOND ISSUANCE

SECTION 1. GOVERNMENT BOND

Article 10. Types of government bond

1. Treasury bills are government bonds with a term of 13 weeks, 26 weeks or 52 weeks and issuing currency is Vietnam dong. Other terms of treasury bills shall be decided by the Ministry of Finance depending on the demand for capital using and market situations, but not exceeding 52 weeks.

2. Treasury bonds are government bonds with a term of one (01) year or more and the issuing currency is Vietnam dong or a freely convertible currency.

3. Bonds for national construction are government bonds with a term of one (01) year or more, the issuing money is Vietnam dong and is issued to raise funds for the construction of the national important works and other essential works for production, life, material and technical facilities for the country.

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1. Treasury bills are issued in the form of bidding through the stock exchange of the State Bank of Vietnam or issued directly to the State Bank of Vietnam. The Ministry of Finance and the State Bank of Vietnam shall guide the procedure for issuing treasury bills. In case issuing treasury bills directly to the State Bank of Vietnam, the Ministry of Finance shall agree with the State Bank of Vietnam for submission to the Prime Minister for consideration and decision on each issue.

2. Government bonds are issued in the forms as follows:

a) Bond issuance bidding.

b) Bond issuance guarantee.

c) Bond issuance agent.

d) Bond retail

The Ministry of Finance shall make specific guidance on the order and procedures for Government bond issuance.

Article 12. Subjects participating in bidding, guarantee, bond issuance agent

1. Subjects participating in Treasury bill bidding.

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b) Where the subjects specified at Point a, Clause 1 of this Article do not buy all the volume of treasury bills of the issue, the State Bank of Vietnam shall be entitled to buy part or all of the remaining volume of the bills appropriate with the operating target of monetary policy in each period after the agreement with the Ministry of Finance.

2. Subjects participating in the bidding, guarantee, bond issuance agent and national constructiof bonds are commercial banks, securities companies, financial companies, Vietnam Social Insurance and other financial institutions.

3. Subjects participating in the bidding, bond issuance guarantee prescribed in clause 1 and 2 of this Article shall be considered and recognized as members of the system of the bond market founder if they satisfy the conditions as prescribed.

4. The Ministry of Finance shall specify the standards and conditions for the organizations participating in the bidding, guarantee, bond issuance agents and other members of the system of bond market founder in accordance with the market development in each period.

Article 13. Fee of bond issuance and payment

1. The expenses generated in the process of bond issuance and payment shall be covered by the central budget.

2. The fees paid to the organization performing bidding, guarantee, bond issuance agent and payment of bonds shall comply with the agreement between the issuing entity and the service provision organization in the principles of market and transparency. The Ministry of Finance shall guide the payment framework to organizations performing bidding, guarantee, bond issuance agent and payment of bonds.

Article 14. Using fundsfor bond issuance

The entire proceeds from the issuance of government bonds will have to concentrate in the central budget for use in accordance with the purpose of issuance, the provisions of the State Budget Law and the relevant legal documents.

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1. The central budget shall ensure the payment of principal and interest of bonds upon maturity.

2. Ministry of Finance shall organize payment of principal and interest of bonds for bond holders upon maturity.

SECTION 2. GOVERNMENT-GUARANTEED BONDS

Article 16. Conditions for bond issuance

1. Enterprises issuing bonds guaranteed by the Government must satisfy the following conditions:

a) Issuing bonds to invest in programs and projects as prescribed at points a, b and c, Clause 2, Article 4 of this Decree;

b) Programs and projects have completed investment procedures prescribed by law on the investment and the relevant provisions of law;

c) Satisfying conditions as prescribed in Clause 2, Article 34 of the Law on Public Debt Management.

d) Satisfying conditions as prescribed by law on corporate bond issuance;

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e) Complying with other regulations of the law on provision and management of government guarantee.

2. State banks for social policies, credit and financial institutions issuing bonds guaranteed by the Government must satisfy the following conditions:

a) Issuing bonds to implement targeted credit programs of the state as approved by decision on government guarantee;

b) Having schemel of bond issuance appraised by the Ministry of Finance and approved by the Prime Minister with government guarantee;

c) Complying with other regulations of the law on provision and management of government guarantee.

Article 17. Scheme of bond issuance

1. Scheme of bond issuance specified at Poit d, Article 16 of this Decree shall include the following basic contents:

a) General information about the business line and financial condition of the issuing entity;

b) Content and financial plan of the program and project which use bond issue capital;

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d) Estimated bond issuance plan and implementation and disbursement plan of the program or project;

dd) Scheme of using and managing bond issuance capital source;

e) Plan for allocation of capital for payment of principal, interest of bond upon maturity;

g) Commitments of issuing entity over the bond buyers.

2. Scheme of bond issuance specified at Point b, clause 2, Article 16 of this Decree must have the following basic contents:

a) The State targeted credit programs as decided by the Government and the Prime Minister;

b) Plan for mobilization of capital sources to implement the State targeted credit programs in which there is bond issuance capital source;.

c) Estimated volume, term, interest rate and mode of bond issuance.

d) Estimated bond issuance plan and implementation and disbursement plan of the program;

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e) Plan for allocation of capital for payment of principal, interest of bond upon maturity;

g) Commitments of issuing entity over the bond buyers.

3. Schem of bond issuance must be approved by representatives of the owner, the Board of Directors, the Board of Member or Management Board of the enterprise, credit and financial institutions, state bank for social policies approved in writing under the provisions of the charter of organization and activities of the issuing entity.

Article 18. Appraisal and provision of Government guarantee.

1. Bond issuing entity shall send to the Ministry of Finance dossier to request the government guarantee for appraisal. This dossier shall include scheme of bond issuance as prescribed in Article 17 of this Decree; the legal documents prove eligibility for bond issuance under the provisions of Article 16 of this Decree and other relevant documents as prescribed by law for the provision and management of government guarantee.

2. Based on the dossiers to request the guarantee, the provisions of this Decree, the law on provision and management of government guarantee and the provisions of the relevant law, the Ministry of Finance shall appraise the scheme of bond issuance for submission to the Prime Minister for approval of policy of the Government guarantee provision.

For the case of debt restructuring of the programs and projects using bond fundsguaranteed by the government, the scheme of bond issuance for debt restructuring should be approved by the Prime Minister in writing and agreed with government guarantee provision.

For the State targeted credit programs, the Ministry of Finance shall appraise the scheme of bond issuance in the process of planning the fundsto implement the program for submission to the Prime Minister for approval of the scope and subject of targeted credit programs and the total capital sources including the quota of mobilizing resources from bond issuance guaranteed by the Government.

3. After the Prime Minister approves the government guarantee provision, the Ministry of Finance shall notify in writing to the issuing entity to organize the bond issuance under the scheme approved by the competent authority and under the provisions of this Decree. The bond issuance must be based on implementation progress and disbursement of program or project. The Ministry of Finance shall specify the bond issues based on the proposal of the issuing entity, the project disbursement progress and the actual situation of the market.

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5.The Ministry of Finance shall make specific guidance on the order and procedures for guarantee appraisal and provision for issuance guaranteed by the Government.

Article 19. Form of bond issuance.

1. For enterprises issuing bonds under the provisions of Clause 1, Article 16 of this Decree, the form of bond issuance shall comply with the provisions of the law on corporate bond issuance.

2. For state banks for social policies issuing bonds under the provisions of Clause 2, Article 16 of this Decree, the form of bond issuance shall include:

a) Bond issuance bidding;

b) Bond issuance agent.

3. The Ministry of Finance shall make specific guidance on the form of bond issuance guaranteed by the Government as prescribed in this Decree and law on securities.

Article 20. Fee of issuance and payment of bond

1. Expenses arising during the issuance and payment of principal and interest of issuance and fees on government guarantee shall be paid by the issuing entity and are included in the value of project of using the bond issuance fundsor cost of activities of the issuing entity, depending on the intended use.

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Article 21. Using bond issuance capital source

1. All proceeds from the bond issuance must be used in accordance with the scheme of bond issuance approved by the Prime Minister in accordance with provisions in Article 17 and Article 18 of this Decree.

2. The issuing entity can take full responsibility for the management, use for the right and efficient purpose of the bond issuance fundsbond ensuring proper compliance with the current regulations of the law on provision and management of government guarantee.

Article 22. Payment guarantee

The maximum payment guarantee rate is one hundred percent (100%) of the principal value and interest of bonds issued under the scheme of bond issuance approved by the Prime Minister in accordance with Article 17 and Article 18 of this Decree.

Article 23. Bond payment

1. The issuing entity is responsible for payment of the principal and interest of bonds upon maturity by its legal capital sources.

2. In case the issuing entity fails to perform or adequately perform the payment obligation of issuance principal and interest upon maturity, the Ministry of Finance shall perform ​​the payment obligations of the issuing entity within the scope of Government guarantee rate provided. The issuing entity is responsible for making report, receiving debt and re-paying to the Ministry of Finance in accordance with the current regulations of law on provision and management of government bonds.

SECTION 3. LOCAL GOVERNMENT BONDS

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1. Issuing bonds to invest in projects of social and economic development is under the duties of the local budget in accordance with the Law on the State Budget and the portfolio of the five-year plan decided by provincial-level people's Councils; or the projects determined by the provincial-level people's Councils with ability of capital recovery. These projects must be completed the investment procedures prescribed by law on the investment and the relevant provisions of the law,

2. Having scheme of bond issuance adopted by the provincial-level people's Councils and appraised and approved in writing by the Ministry of Finance.

3. Maximum total capital raised by issuing bonds must be within the debt limit from funds mobilized annually of the provincial budget in accordance with the State Budget Law and guiding documents.

For projects determined with ability of capital recovery, the total value of the loan, including the issuance of bonds to invest in a project does not exceed eighty percent (80%) of the total investment of that project.

Article 25. Scheme of bond issuance

1. Scheme of bond issuance specified in Clause 2, Article 24 of this Decree shall include the following basic contents:

a) The purpose for bond issuance and other information on the project of bond issuance capital source.

b) Investment capital structuring of the project and the capital need from bond issuance.

c) Expected volume, term, interest rate, form and plan for bond issuance;

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dd) Commitments of issuing entity over bond buyers.

2. Scheme of bond issuance must be approved in writing by the provincial-level People’s Councils.

Article 26. Appraisal of scheme of bond issuance.

1. Provincial-level People's Committee shall send the dossier of bond issuance to the Ministry of Finance for appraisal. The dossier of bond issuance specified in Article 25 of this Decree, the legal documents proving eligibility for bond issuance as defined in Article 24 of this Decree and other relevant documents.

2. Based on dossier of bond issuance, the provisions of this Decree, the Law on Public Debt Management, the Law on the State Budget and the provisions of the relevant law, the Ministry of Finance shall appraise the scheme of bond issuance and promulgates written approval or disapproval of the bond issuance.

Article 27. Form of bond issuance

1. Bonds are issued in the form of bidding, guarantee or bond issuance agent.

2. Subjects participating in bidding, guarantee or bond issuance agent shall comply with provisions in clause 2, Article 12 of this Decree.

Article 28. Fee of bond issuance and payment

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2. The Ministry of Finance shall make guidance on fee framework for payment to organizations performing bidding, guarantee, bond issuance agent and payment.

Article 29. Using bond issuance capital source

All proceeds from the bond issuance must be used in accordance with the scheme of bond issuance approved by the Ministry of Finance and provisions of the Law on State Budget and Law on Public Debt Management.

Article 30. Payment of bond principal and interest

1. Provincial-level People's Committees are responsible for the organization and implementation of the full payment of principal and interest of bonds upon maturity

2. Source of payment of bond principal and interest is guaranteed from provincial budget and revenues from investment projects with ability of capital recovery at locality.

Chapter 3.

ISSUING BONDS TO INTERNATIONAL MARKET

SECTION 1. GOVERNMENT BOND

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1. Meeting conditions prescribed in clause 2, Article 21 of the Law on Public Debt Management.

2. Having scheme of bond issuance approved by the Government.

3. Meeting conditions specified in Clause 1, Article 28 of the Law on Public Debt Management in case of bond issuance for restructuring of debt list.

4. The value of Government bond issuance to the international market must be included in the annual total limit of foreign commercial loan of the government and in accordance with the public debt management strategy, medium-term debt management program approved by the Prime Minister.

Article 32. Scheme of bond issuance.

1. The Ministry of Finance shall assume the prime to develop the scheme of bond issuance for submission to the government for each issue.

2. The scheme includes the following basic contents:

a) Purpose of issuance and use of capital of bond issuance;

b) The legal grounds for bond issuance, including the decision on investment project approval of the competent authorities and other legal grounds in accordance with current regulations of the law;

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d) Market condition and estimated bond interest rate;

dd) Expected method to select organization or issuance guarantee combination, domestic and international legal counsel, the relevant agents and plan for orgnization of bond issuance;

e) Estimated expenses related to bond issuance;

g) Plans for bond issuance fundsusing, risk handling, plan for payments of principal and interest of bonds;

h) Assesing and analyzing risks and difficulties that may arise in the process of bond issuance and proposing remedies.

Article 33. Approval of scheme of bond issuance

1. The Government shall approve scheme of Government bond issuance to international market with the following basic contents:

a) Purpose of issuance and use of bond issuance capital;

b) Currency, amount, term and form of bond issuance;

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d) Market chosen as the place of bond issuance;

dd) Responsibility of relevant agencies.

2. Approval form is the Government’s Resolution.

Article 34. Dossier of bond issuance

1. Dossier of bond issuance is the legal documents prepared by the Ministry of Finance in cooperation with the domestic and international legal counsel and other relevant agencies in accordance with regulations of Vietnam’s law and the law applicable on the bond issuance market.

2. Dossier of bond issuance includes the following basic documents:

a) Prospectus;

b) Contracts of issuance guarantee;

c) Contracts of legal counsel;

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dd) Agent agreements

e) Legal opinions

g) Other relevant dossiers

Article 35. Order of bond issuance

1. The Ministry of Finance shall assume the prime responsibility and coordinate with the ministries, sectors and relevant agencies to organize the bond issuance in accordance with the scheme approved by the Government.

2. Based on the actual situation and the relevant legal provisions, the Ministry of Finance shall make decision on the order of bond issuance issue bonds in a sequence of basic steps as follows:

a) Selecting issuance guarantee organizations or combinations: Selecting one or several leading financial institutions in the world with experience in the field of bond issuance to guarantee the issuance for the issue on the basis of competitive bidding in accordance with specific criteria and a list of organizations voted by international prestigious magazines;

b) Selecting legal advice: assuming the prime responsibility and coordinating with the issuance guarantee organizations or combinations to select the prestigious law organizations and firms with experience at home and abroad as the domestic and international legal counsel to the Ministry of Finance and the issuance guarantee organizations or combinations;

c) Completing issuance documents: assuming the prime responsibility and coordinating with domestic or international legal to negotiate and sign contracts with the issuance guarantee organizations or combinations and related agents and prepare documents in issuance dossier in accordance with international rules and law of Vietnam;

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dd) Organizing promotion: organization of promoting bond offering performed by the Ministry of Finance shall depend on the requirements of each form of bond issuance. The Ministry of Finance shall be in collaboration with the issuance guarantee organizations or combinations to organize bond promotion at the major financial centers in the world to interact with the community of international investors before pricing to issue bonds;

e) Issuance organization: The Ministry of Finance shall make decision on conditions and terms for bond issuance in the bond valuation process on the consultation basis of the issuance guarantee organizations or combinations in accordance with market conditions and the principles set out in the project of bond issuance which has been approved by the Government;

g) Capital receiving: The Ministry of Finance shall organize to receive the issued bond fundsin accordance with the signed agreement;

h) Completing issuance transactions: after receiving the proceeds from the sale of bonds, the Ministry of Finance shall complete and sign legal documents closing transactions in accordance with international practice and report the issuance results by current regulations.

Article 36. Using bond issuance capital source

1. All proceeds from the Government bond issuance to the international market shall be allocated, managed and used in accordance with the purposes specified in the scheme of issuance which has been approved by the Government in accordance with provisions in Article 32 and 33 of this Decree, the Law on State Budget, Law on public Debt Management and the relevant legal documents.

2. In case of bond issuance for loans, the use of fundsmust comply with the provisions of the current law on relending mechanisms and guidance of the Ministry of Finance on the use and monitoring of use of Government bond issuance capital source.

Article 37. Fee of issuance and payment of bond

1. The expenses arising in the issuance and payment of principal and interest on bonds include:

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b) The annually payable expenses to the financial and payment agent, transfer agent and stock exchange where the bonds are listed by agreements signed by agents.

c) Other expenses related to the issuance, principal payment and bond interest

(if any).

2. For the case of Government bond issuance to use for the target of restructuring of Government debt list, expenses arising during the process of issuance, payment of principal and interest of bonds shall be paid by the central budget.

3. For case of re-lending

a) The entire of expenses arising during the process of issuance, payment of principal and interest of bonds due to re-borrower and incurring this expense allocated in proportion to re-lending fundsfor each borrower.

b) The State budget shall advance the expenses arising during the process of bond issuance and be refunded by deduction to the amount allocated from the bond fundsbefore transferred to the re-borrower.

c) The State budget shall advance for payment of annually arising expenses and allocate in proportion to the re-lending capital for each borrower. The re-borrower shall refund these advances to the State budget under notification of the Ministry of Finance.

Article 38. Payment of principal and interest of bonds

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2. In case of re-lending: when the payment of principal and interest of bonds is to maturity date, the re-borrower shall directly pay into the account of the paying agent or to the accumulation fund of foreign debt payment as specified in the re-lending contract so that the Ministry of Finance can transfer money to the paying agent for payment to the bond holders.

Article 39. Information update

The Ministry of Finance is responsible for monitoring transactions of the bonds on the market and coordinates with the relevant units to provide updated information on the economic situation of Vietnam to foreign investors in accordance with international practices after issuance.

SECTION 2. GOVERNMENT-GUARANTEED BONDS

Article 40. Conditions for bond issuance.

1. Meeting conditions specified in Clause 1, Article 16 of this Decree.

2. Having scheme of bond issuance to international market appraised by the Ministry of Finance and approved by the Prime Minister.

3. The value of the bond issuance and term must meet the conditions specified in Clause 3, Article 34 of the Law on Public Debt Management included in the limit of commercial loan and annual foreign loan guarantee of the Government approved by the Prime Minister.

4. Having financial statements of the three (03) consecutive years preceding the year of bond issuance audited by the State Audit or an independent auditing organization licensed to operate legally in Vietnam, in which the business and production result have not suffered losses in the last three (03) years without accumulated losses and overdue debts. The audited financial statements of the issuing entity must be audit report stating the entire consent opinions. In case the audit report has exceptional opinions, they must be the insignificantly and the issuing entity must report and clearly explain the exceptional reason, the influence of the exceptional elements for assets, capital, result of production and business activities of the issuing entity and remedial solutions.

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Article 41. Scheme of bond issuance

1. Scheme of bond issuance by issuing entity must contain basic contents in accordance with the provisions of Clause 1, Article 17 of this Decree and the following contents:

a) Estimated type of currency and bond issuance market;

b) Estimated form of selection of organization or combination of bond issuance guarantee and domestic and international legal counsel legal counsel and related agents;

c) Risk treatment plans including risks of exchange rate.

2. Scheme of bond issuance must be approved by representative of the owner, the Board of Directors or Member Board in accordance with the charter of organization and operation of the business.

Article 42. Appraisal and provision of Government guarantee.

1. Issuing entity shall send the bond issuance dossier to the Ministry of Finance for appraisal. The bond issuance dossier includes:

a) Scheme of bond issuance as prescribed in the Article of this Decree;

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c) Certification of trust factor assessment organization on the issuing entity.

d) Other relevant documents in accordance with current regulations of law on supply and management of Government guarantee.

2. After receiving complete bond issuance dossier of the issuing entity, the Ministry of Finance shall assume the prime responsibility for appraising the scheme of bond issuance in accordance with the provisions of this Decree and the provisions of the current law on provision and management of government guarantee.

3. After gathering opinions from the relevant agencies, the Finance Ministry shall sum up the report on assessment of bond issuance and submit it to the Prime Minister and propose the possibility of issuing bonds guaranteed by the Government to the international market for the Prime Minister’s consideration and decision.

4. After the Prime Minister approving the scheme of bond issuance and the policy of Government guarantee provision, the Ministry of Finance shall notify in writing to the issuing entity for the bond issuance under the scheme approved and in accordance with the provisions of this Decree.

5. The allocation and management of Government guarantee for corporate bonds shall be carried out by the Ministry of Finance in accordance with the provisions of the current laws on the provision and management of government guarantee for the issuance of bonds to the international market.

Article 43. Fee of bond issuance and payment

Expenses of issuance in the process of issuance and payment of principal and interest of bonds and Government guarantee fee shall comply with the provisions of Clause 1, Article 20 of this Decree.

Article 44. Using bond issuance capital source.

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2. The issuing entity shall take full responsibility for the management and use with the right purposes and efficiency of bond issuance funds; ensure the compliance with the current provisions of the law on the provision and management of Government guarantee, foreign exchange management and foreign borrowing and repayment management.

Article 45. Payment of bond principal and interest.

1. The issuing entity shall transfer directly to the payment agents according to the signed agreement to pay principal and interest of bonds to the bond holders upon maturity.

2. In case the issuing entity fails to implement or adequately implement the payment obligations of principal and interest of bonds upon maturity, the Ministry of Finance shall carry out ​​the payment obligations of the issuing entity within the provided level of Government guarantee. The issuing entity is responsible for making report, receiving debt and making payment back to the Ministry of Finance in accordance with the current regulations of law on the provision and management of government guarantee.

Chapter 4.

RESPONSIBILITY AND RIGHT OF STATE MANAGEMENT

Article 46. Ministry of Finance

1. Assuming the prime responsibility and coordinatng with relevant agencies to guide the issuance, use and payment of government bonds, government-guaranteed bonds and local government bonds under the provisions of this Decree.

2. Assuming the prime responsibility and implementing plans for domestic Government bond issuance to raise capital for the state budget; developing guarantee limits for government-guaranteed bonds.

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4. Being a hub to receive, aggregate, monitor and implement regulations on information and reports on the situation of issuance of Government bonds, government-guaranteed bonds and local government bonds.

5. Assuming the prime responsibility and appraising the scheme of bond issuance guaranteed by the government and local government bonds to ensure the project is built and approved in accordance with the content, processes, procedures and competence prescribed in this Decree.

6. Assuming the prime responsibility and elaborating schemes of Government bond issuance to the international market for submission to the Prime Minister for approval, organization of issuance and relending bond issuance funds, including:

a) Completing legal dossier for the issuance;

b) Assuming the prime responsibility and coordinating with relevant agencies to work with national trust factor rating organization;

c) Signing contracts with foreign partners related to the issuance of government bonds to the international capital market on the basis of the scheme of bond issuance approved by the Government;

d) Being a hub to provide information to foreign partners as regulated in the signed agreements upon international bond issuance.

dd) Selecting the relending agency and implementing the relending of international bond funds in accordance with the law on relending of foreign loan of the Government.

Article 47. State Bank of Vietnam

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2. Re-purchasing foreign currency obtained from the government bond issuance in foreign currency and selling foreign currency to the Ministry of Finance to pay the principal and interest of bonds in foreign currency upon maturity.

3. Coordinating with the Ministry of Finance to organize the bidding for the issuance of treasury bills through the Stock Exchange of the State Bank of Vietnam.

4. Coordinating with the Ministry of Finance in completing dossiers and procedures related to the Government bond issuance to international market.

5. Providing necessary data and documents related to the field of management at the request of the Ministry of Finance and coordinating to work with trust factor assessment institutions.

Article 48. Ministry of Planning and Investment

1. Coordinating with the Ministry of Finance to make plans for Government bond issuance and government guarantee limit for bonds issuance.

2. Coordinating with the Ministry of Finance in completing dossier and procedures relating to the government bond issuance to the international market.

3. Providing necessary data and documents related to the field of management at the request of the Ministry of Finance and coordinating to work with trust factor assessment institutions.

Article 49. Ministry of Justice

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2. Contributing opinions on legal issues in the issuance guarantee contracts and other legal contracts relating to the of government bond issuance, corporate bonds, government-guaranteed to international markets, the agreements on government guarantee before submitting to the Prime Minister for decision.

3. Assessing the various issues between the agreements on the Government bond issuance, corporate bonds guaranteed by the government to the international market with domestic law and monitoring the handling of these issues during the implementation of these agreements.

4. Providing legal opinions for agreements of Government bond issuance, corporate bonds guaranteed by the Government to international market and providing opinions on legal status of issuing organizations and guarantee agencies at the proposal of these agencies.

Article 50. Provincial-level People’s Committee

1. Making plans for local government bond issuance, loan repayment plan for submitting to the provincial-level People's Councils for approval and sending to the Ministry of Finance for appraisal.

2. Organizing the local government bond issuance under the scheme approved by the Ministry of Finance.

3. Inspecting and monitoring the use and recovery of borrowed funds from local government bond issuance.

4. Balancing the provincial budget to ensure the payment of bonds upon maturity.

5. Performing regulations on information and report under the guidance of the Ministry of Finance.

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1. Complying with regulations of the law on re-lending the Government’s foreign borrowing funds.

2. Providing adequate documents and records of the investment projects which may use the Government bond issuance funds to international market for the Ministry of Finance to develop the scheme of bond issuance.

3. Taking full responsibility before law for the use of fund of international government bond issuance according to the objectives that the Government has approved. All acts of improper use or not fulfilling its obligations committed shall be handled as prescribed by law.

4. Making commitment and taking responsibility for timely and adequate refunding to the Ministry of Finance as agreed in re-lending contracts.

5. Organizing accounting and storage of appropriate documents on the withdrawal and use of loan and (quarterly and annually) making periodic report to the Ministry of Finance.

6. Periodically or irregularly upon request of the Ministry of Finance, the re-borrowing enterprises shall submit their assessment report and provide explaining documents relating to the effective use of loans from Government bond issuance funds; carry out compulsory audit and annual financial report on the use of funds and make report to the Ministry of Finance.

Article 52. Government-guaranteed bond issuing entities

1. Having the obligation to implement responsibility under the provisions of this Decree, the provisions of law for the provision and management of government guarantee and the relevant legal documents.

2. Implementing compulsory audit for annual financial report and regulations on information and report as prescribed by the Ministry of Finance.

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1. Supervising the management and use of Government bond funds investing in programs and projects under the management of Ministries and sectors.

2. Coordinating with the Ministry of Finance and other agencies involved in guiding, inspection, monitoring and implementation of the provisions of this Decree.

3. Coordinating with the Ministry of Finance in providing periodic or irregular data to serve the assessment of national trust factor, corporate trust factor and work with the trust factor assessment agencies.

4. Coordinating with the Ministry of Finance, the Ministry of Justice to provide necessary data and information to build the prospectus, draft legal opinions and attend the data verifying moments with a combination of guarantee banks and units related to the government bond issuance to the international market.

Article 54. Regulations on information and report

1. The issuing entity of Government-guaranteed bond and local government bonds shall make report on the situation of issuance and use of bond funds and debt payment to the Ministry of Finance.

2. The issuing entity shall carry out regulations on report under the specific guidance of the Ministry of Finance.

Article 55. Violation handling.

Organizations and individuals violating the provisions of this Decree shall, depending on the behavior and the seriousness of violation will be administratively disciplined, if causing material damage, compensation must be made in accordance with regulation of the law.In case of serious violation, prosecution for criminal liability shall be applied.

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IMPLEMENTATION PROVISION

Article 56. Effect

1. This Decree takes effect on February 20, 2011.

2. This Decree supersedes Decree No. 141/2003/ND-CP of November 20, 2003 on the issuance of government bonds, government-guaranteed bonds, local government bonds and regulations on Government bond issuance to international market specified in Decree No. 53/2009/NĐ-CP of June 4, 2009 on the international bond issuance.

Article 57. Implementation organization

1.The Ministry of Finannce shall make guidance on implementation of this Decree.

2. Ministers, heads of ministerial-level agencies, the heads of the agencies under the Government, Chairmen of the People's Committees of centrally-affiliated provinces and cities shall have to implement this Decree. /.

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ON BEHALF OF THE GOVERNMENT
PRIME MINISTER




Nguyen Tan Dung