THE GOVERNMENT

Decree No. 90/2011/ND-CP of October 14, 2011, on issuance of corporate bonds

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

Pursuant to the November 29, 2005 Law on Enterprises; Pursuant to the June 29, 2006 Law on Securities; and the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the June 16, 2010 Law on Credit Institutions; Pursuant to the December 13, 2005 Ordinance on Foreign Exchange; At the proposal of the Minister of Finance,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1. Scope and subjects of regulation

1. This Decree provides the private placement of bonds in the territory of the Socialist Republic of Vietnam and issuance of bonds to the international market by businesses.

2.Businesses governed by this Decree include: a/ Joint-stock companies;

b/Limited liability companies.

3. The issuance of bonds of businesses in the banking and securities sectors, apart from complying with this Decree, must also comply with relevant laws. In case provisions of a relevant law are different from those of this Decree, bond-issuing businesses shall comply with such law.

Article 2. Interpretation of terms

In this Decree, terms and expressions below are construed as follows: 1. Corporate bond means a type of debt securities issued by a business, acknowledging its obligation to pay both bond principal and interest and other obligations (if any) toward bondholders.

and convertible into common stocks of the issuing business under the conditions specified in the bond issuance plan.

3. Secured bond means a type of bond for which the payment of its principal and interest is wholly or partially secured upon its maturity with assets of the issuing business or of a third party; or is guaranteed by a financial or credit institution with the function of providing payment guarantee services.

4. Private placement of bonds means issuance of bonds to less than one hundred (100) investors, excluding professional investors, and not through the mass media or the Internet.

5. Bond issuance underwriting means a method of bond issuance whereby the issuing business sells bonds through an issuance-underwriting institution.

6. Bidding for bond issuance means a method of bond issuance whereby the issuing business selects institutions that meet the requirements set by the former and are qualified to win the bidding for bond purchase. 7. Bond issuance agency means a method of bond issuance whereby the issuing business authorizes another institution to sell bonds to bond purchasers.

8. Retail of bonds means a method of bond issuance whereby the issuing business directly sells bonds to each bond purchase.

9. Credit rating means a rating determined by credit-rating agencies to assess the degree of credit or investment risk and capability to repay loans of a nation (national credit rating) or a business (corporate credit rating). 10. Bond deposit means the depositing of bonds by a bondholder at an institution licensed

to keep or preserve bonds for such bondholder to exercise rights to bonds. 11. Legal consultant means a law firm selected to advise an issuing business or issuance-underwriting institution (syndicate) on provisions of law relevant to the bond issuance, compile a prospectus and give legal opinions on the bond issuance.

12. Legal consultancy contract means an agreement signed between an issuing business and an issuance-underwriting institution (syndicate) with one or more law firms on the provision of consultancy on domestic law, foreign law or international law.

13. Legal opinions means a document issued by a legal consultant in compliance with Vietnamese law and international practice on legal grounds for bond issuance and payment transactions conducted on the basis

involving foreign elements and other legal documents.

14. Bond swap means the simultaneous purchase and sale of two different bonds issued by the same business for the purpose of restructuring the business’s debt portfolio.

15. State business means a business in which the State owns over fifty per cent (50%) of the charter capital under Clause 22, Article 4 of the Law on Enterprises.

Article 3. Purposes of bond issuance

1. Implementation of programs and investment projects of businesses. 2. Increase of working capital of businesses.

3. Restructuring of debts of businesses. Article 4. Principles of bond issuance

1. Businesses shall issue bonds on the principle of self-borrowing, self-payment and accountability for efficient use of raised capital. 2. Bond issuance activities must be public, transparent and fair and protect the rights and legitimate interests of investors.

3. The issuance of bonds for debt restructuring must comply with the principle that bonds are not issued to the international market for restructuring Vietnam-dong debts.

4. For the issuance of bonds for investment in a program or project, the issuing business shall maintain the minimum equity capital ratio of twenty per cent (20%) of the total investment of such program or project. 5. Businesses that issue their bonds to the international market shall, apart from complying with this Decree, comply with the law on borrowing and repayment of overseas loans.

Article 5. Types and forms of bonds 1. Inconvertible bonds....

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