Chapter I
GENERAL PROVISIONS
Article 1.- Scope of regulation
1. This Decree provides for separate issuance of bonds by enterprises of different types, including joint-stock companies, state companies in the course of transformation into limited liability companies or joint-stock companies under the provisions of the Enterprise Law, and foreign-invested enterprises in the territory of the Socialist Republic of Vietnam.
2. Issuance of bonds to raise capital for addition to own capital of state-owned credit institutions shall comply with the provisions of Clause 3 of Article 19, Clause 3 of Article 46, and Clause 1 of Article 47 of this Decree.
3. Issuance of government-underwritten enterprise bonds and public offering of bonds shall not be governed by this Decree.
Article 2.- Interpretation of terms
In this Decree, the following terms are construed as follows:
1. Enterprise bond (hereinafter referred to as bonds for short) means a type of debit securities issued by enterprises acknowledging their obligation to pay both bond principals and interests to bondholders.
2. Convertible bond means a type of bond convertible into ordinary share of the same issuing organization under the conditions set in the issuance plan.
3. Inconvertible bond means a type of bond that is not convertible into share.
4. Secured bond means a type of bond for which the payment of its principal and interest is wholly or partly secured upon its maturity with assets of the issuing organization or of a third party or is underwritten by a financial or credit institution.
5. Unsecured bond means a type of bond for which the payment of its principal and interest is not wholly or partly secured upon its maturity with assets of the issuing organization or of a third party or is underwritten by a financial or credit institution.
6. Bond issuance means the initial sale of bonds to buyers.
7. Separate issuance of bonds means cases of bond issuance other than public offering in accordance with the provisions of law on securities and security market.
8. Issuing organization means an enterprise issuing bonds under the provisions of this Decree.
9. Issuance underwriting means the commitment made by an issuance underwriting organization to an issuing organization to carrying out procedures before issuing bonds or distributing bonds to investors, accepting to buy up bonds for resale or to buy up undistributed quantities of bonds.
10. Issuance agency means the sale of bonds to investors by organizations under the mandate of an issuing organization.
11. Payment agency means the payment of principals and interests of bonds upon maturity by organizations under the mandate of an issuing organization.
12. Bond bidding means the selection of bidding organizations and individuals that meet the requirements set by an issuing organization.
13. Bidding based on interest rate competition means a bidding whereby bidding organizations and individuals offer their interest rate bids to the issuing organization or a mandated organization for selecting the winning interest rate.
14. Bidding not based on interest rate competition means a bidding whereby bidding organizations and individuals, rather than offering interest rate bids, register to buy bonds with the winning interest rate determined on the basis of the results of bidding based on interest rate competition.
15. Right certificate means a type of security issued together with bonds, acknowledging bondholders' right to buy a certain quantity of ordinary shares under given conditions.
16. Bond-into-share conversion ratio means the ratio for determining the quantity of ordinary shares to be received by a bondholder when converting a bond into shares.
17. Bond conversion period means the duration from the time an issuing organization starts the conversion of bonds till the time it finishes the conversion.
18. Bond pledge means the hand-over of bonds by a bondholder to another organization or individual for custody to secure the fulfillment of civil obligations.
19. Credit rating organization means a legal person with the function to assess the degree of credit of enterprises and the capability of issuing organizations to pay bond principals and interests throughout the term of bonds.
20. Bond custody means the deposit of bonds by a bondholder at an organization licensed to keep and preserve bonds for this organization to perform the rights over such bonds for the bondholder.
Article 3.- Principles of bond issuance
1. Enterprises shall issue bonds on the principles of self-borrowing, self-payment and accountability for efficient use of borrowed capital.
2. Bond issuance activities must ensure publicity, transparency, equality and protection of legitimate rights and interests of investors.
3. The issuance of bonds must comply with the provisions of this Decree and other relevant provisions of law.
Article 4.- Purposes of use of the proceeds from the issuance of bonds
1. Execution of investment projects.
2. Restructuring of medium-term and long-term loans.
3. Increase of working capital.
Article 5.- Currencies used in bond issuance and payment
Enterprise bonds may be issued and paid in Vietnam dong.
Bonds of credit institutions may be issued and paid in Vietnam dong and foreign currencies according to the regulations of the State Bank of Vietnam.
Article 6.- Forms of bonds
Bonds shall be issued in the forms of certificate, book entry or electronic data.
Article 7.- Par value of bonds
Enterprise bonds shall carry a minimum par value of VND 100,000 (one hundred thousand Vietnam dong). Other par values shall be multiples of VND 100,000.
Par values of bonds shall be decided by issuing enterprises for each drive of issuance.
Article 8.- Buyers of enterprise bonds
1. Buyers of enterprise bonds are Vietnamese organizations and individuals; overseas Vietnamese; and foreign organizations and individuals.
2. Vietnamese organizations shall not be allowed to buy enterprise bonds with their state budget funds.
Article 9.- Bond interest rates
1. Depending on their credit, the effectiveness of investment projects and the situation of the financial market and monetary market, bond-issuing enterprises shall decide on bond interest rates for each drive of issuance.
2. Bond interest rates may be fixed throughout the whole term of bonds or be floated on the market.
In case of issuance of bonds with floating interest rates, issuing organizations shall publicize the reference interest rates serving as the basis for determining the interest rates applicable to bond holders.
3. Bond interests shall be paid by the following methods:
a/ Periodical payment;
b/ Payment upon issuance;
c/ Lump-sum payment together with the principal upon maturity.
Article 10.- Scope of transaction of bonds
1. Enterprise bonds shall be freely transferred, donated, given away as gifts, bequeathed or used for discount, mortgage or pledge in credit relations according to current provisions of law.
Enterprises shall not be allowed to use their issued bonds for discount, mortgage or pledge in credit relations.
2. The trading of bonds on the monetary market; the listing, registration, custody and trading of bonds at securities trading centers (stock exchanges) shall comply with the relevant provisions of law.
3. Bonds shall not be used in substitution for money in circulation and performance of financial obligations to the State.
Article 11.- Buyback of immature bonds
Issuing organizations may buy back issued bonds prior to maturity.
Article 12.- Custody and deposit of bonds
Bondholders may place their bonds under the custody of licensed security custody organizations or deposit them at credit institutions for preservation according to the provisions of law.
Article 13.- Responsibilities of bond-issuing organizations
1. To use the proceeds from the issuance of bonds for the purposes already committed with investors.
2. To pay in full and on time the principals and interests of bonds upon maturity.
3. To fulfill the information disclosure obligation and take responsibility for the accuracy and truthfulness of disclosed information.
4. To fulfill the responsibilities already committed with issuance-underwriting organizations, issuance agents, payment agents and organizations mandated to organize bond biddings.
5. To implement the regimes of financial management, reporting, accounting and statistics as provided for by law.
Article 14.- Benefits of bond buyers
1. To be guaranteed by issuing organizations for full and on-time payment of principals and interests of bonds upon maturity.
2. To transfer, donate, give away as gifts, bequeath, discount, mortgage and pledge bonds in civil relations in accordance with the provisions of law.
Article 15.- Payment in case of lost or damaged bonds
1. Bearer bonds which are lost or are so torn off or damaged that their original shape and contents are unidentifiable shall not be paid.
2. For registered bonds which are lost, torn off or damaged, if the persons who have lost their bonds can prove their right to own their bonds and the payment of such bonds has not yet been taken advantage of, such bonds shall be paid by the issuing organizations when they become mature.
Article 16.- Handling of acts of counterfeiting bonds
All acts of taking advantage of or counterfeiting bonds shall, depending on the nature and severity of their violation, be handled in accordance with the provisions of law.
Tìm kiếm
Nghị định 52/2006/NĐ-CP (Bản Word)