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,
4. “Bond retail” is analysis of bond issuance that the direct issuing entity sells bonds to each object who purchases bond
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.
8. "Bond issuing agent" is the analysis of bond issuance that the issuing entity entrusts with another organization to sell bonds to bond buyers.
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.
19. "Trust factor assessment organization" is the organizations with function of assessment and rating of trust factor for the country and enterprises.
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.
2. The bond issuing entity guaranteed by the Government is the enterprise, bank of social policies of the state and financial and credit institutions subject to Governmental guarantee under the provisions of Article 32 of the Law on Public Debt Management.
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:
a) Programs and investment projects decided for the investment policy by the National Assembly or the Prime Minister include the debt restructuring plan of these programs and projects;
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.
3. The bond issuing entity must ensure the management and use the bond capital for the right purpose, and efficiently and allocation of capital to repay debts in full and on time.
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.
b) Government bonds, government-guaranteed bonds are issued to the international market in foreign currencies in accordance with the scheme approved by the competent authority under the provisions of this Decree.
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
a) Callable bond acquisition
- 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.
Article 8. Rights and tax obligations of bond holders
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.
c) Government-guaranteed bonds issued by the enterprises can be registered, deposited, listed and traded on the stock market under the provisions of the securities law.
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.
Tìm kiếm
Nghị định 01/2011/NĐ-CP (Bản Word)
