Chương V: Quản lý, giám sát và trách nhiệm của các cơ quan, tổ chức có liên quan

Chapter V

MANAGEMENT, SUPERVISION AND RESPONSIBILITY OF RELEVANT AUTHORITIES AND ORGANIZATIONS

Article 34. Responsibilities of issuers

1. Comply with regulations on offering of bonds herein.

2. Properly manage and use funds raised from issuance of bonds according to bond issuance plans approved by competent authorities and regulations of law.

3. Make full and timely payments of bond principal and interests when they become due, and exercise associated rights (if any) for bondholders under terms and conditions of bonds.

4. Assume legal responsibility for accuracy, truthfulness and adequacy of bond offering dossiers and disclosed information; comply with regulations on financial management, statistical accounting and auditing as prescribed by law.

5. Issuers that fail to comply with regulations herein shall be liable to administrative penalties or criminal prosecution depending on the nature and severity of the violation. The imposition of administrative penalties shall comply with regulations on penalties for administrative violations against regulations on securities and securities market, and relevant laws.

Article 35. Responsibilities of providers of counseling on bond offering dossiers

1. Comply with regulations of the Law on Securities and those herein when providing counseling on bond offering dossiers.

2. Comply with regulations on reporting laid down herein.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and those herein. If the service provider commits violations while providing services, it shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 36. Responsibilities of registering and depository organization

1. Comply with regulations of the Law on Securities and those herein when rendering services and processing applications for registration and depositing of bonds and transfer of bond ownership according to Clause 1 Article 8 and Article 16 hereof.

2. Comply with regulations on reporting laid down herein.

3. If committing any violations while providing services, the registering and depository organization shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 37. Responsibilities of bidding, underwriting and brokerage service providers

1. Comply with regulations of law when rendering bidding, underwriting and brokerage services.

2. Perform service contracts signed with issuers and bond buyers.

3. Comply with regulations on reporting laid down herein.

4. If committing any violations while providing services, the service provider shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 38. Responsibilities of the Stock Exchange

1. Consolidate information on issuance of corporate bonds for publishing on the corporate bond information webpage and reporting as prescribed herein.

2. Organize and supervise trading of privately placed bonds at the Stock Exchange according to regulations herein and the Ministry of Finance’s guidelines.

3. Manage and supervise the disclosure of information and reporting by issuers, bidding, underwriting and brokerage service providers, registering and depository organization according to regulations herein and the Ministry of Finance’s guidelines.

4. When detecting any violations against regulations on information disclosure, reporting and trading of privately placed corporate bonds at the Stock Exchange, send written request to the violating issuer, bidding, underwriting or brokerage service provider, or registering and depository organization to provide explanations or additional information, or report the case to SSC for considering and taking actions against the violation.

5. Formulate regulations on operation of the corporate bond information webpage; regulations on receipt and supervision of information disclosure, reporting and supervision of corporate bond transactions made at the Stock Exchange for promulgation after obtaining the approval from SSC.

Article 39. Responsibilities of SSC

1. Give opinions about the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and fund management companies in the domestic market; give opinions about the offering of bonds in the international market by public companies, securities companies and fund management companies in accordance with regulations herein and those of the Law on securities.

2. Manage and supervise securities companies’ provision of counseling on bond offering dossiers; supervise the Stock Exchange’s compliance with regulations on information disclosure, reporting and trading of corporate bonds in accordance with regulations of the Law on securities and those herein.

3. Based on the supervision by the Stock Exchange as prescribed in Clause 2 and Clause 3 Article 38 hereof, receive reports and take actions against violations against regulations on private placement and trading of corporate bonds in the domestic market according to regulations herein and those in the Law on securities.

4. Give approval for regulations on operation of the corporate bond information webpage and regulations on receipt and supervision of information disclosure, reporting and supervision of corporate bond transactions made at the Stock Exchange in accordance with regulations herein.

Article 40. Responsibilities of SBV

1. Provide guidelines for bond offering and trading of corporate bonds by credit institutions.

2. Inspect and supervise credit institutions’ raising of funds by bond issuance; supervise credit institutions’ fulfillment of their commitment to repurchase bonds from other enterprises according to regulations of the Law on Credit Institutions and its guiding documents.

3. Cooperate with the Ministry of Finance (via SSC) in inspecting and supervising credit institutions’ provision of bidding and brokerage services according to regulations herein and relevant laws.

4. Perform state management of foreign exchange and enterprises’ borrowing and repayment of foreign debts which are not yet guaranteed by the Government in respect of enterprises issuing bonds in the international market.

Article 41. Responsibilities of other authorities and entities

1. Boards of Directors, GMS, Boards of Members and Company’s Presidents and owners shall:

a) Approve and accept bond issuance plans according to the company’s charter, regulations herein and the Law on enterprises.

b) Supervise the raising and use of funds from bond issuance and payment of bond principal and interests according to regulations herein and the company’s charter.

2. Agencies representing state fund owners shall approve bond issuance plans of state enterprises, manage and supervise the raising and use of funds from issuance of bonds by state enterprises according to regulations on management and use of state funds invested in enterprises’ business and production activities.

3. The Ministry of Planning and Investment and business registration agencies shall cooperate in and provide information about enterprise registration contents, legal status and financial statements of enterprises on the National Enterprise Registration Database at the request of the Ministry of Finance.

Article 42. Responsibilities of Ministry of Finance

1. Play the leading role and cooperate with relevant agencies in instructing the information disclosure and organization of trading market of privately placed corporate bonds for professional investors according to regulations herein.

2. Consolidate and assess the corporate bond market in accordance with regulations herein for requesting the Government to promulgate or amend relevant mechanisms/policies.