Decree No. 90/2011/NĐ-CP of the Government on issuance of corporate bonds that’s effective from December 01, 2011 exists unclear regulations making many difficulties for enterprises on mobilizing capital by bond issuance. Therefore, Circular No.211 was passed to provide specific guidance for implementation a number of articles of Decree No.90.

The subjects of regulation of this Circular are enterprises issuing bonds, organizations and individuals relating to activities of bond issuance.

Under this Circular, enterprises issuing bonds must ensure publicize conditions, terms of bonds to be issued as prescribed at issuance market. Terms of bonds must ensure contents as: Bond term; Volume of bonds to be issued; Currencies used for bond issuance and payment; Par value of bonds; Form of bonds; Type of bonds to be issued; Methods of bond issuance; Provisions on re-purchasing and swapping bonds (if any).

For both of kind of bonds: convertible bonds and inconvertible bonds accompanied with warrants, the issuing-bond enterprise must provide clearly conditions, terms relating to commitments on implementing obligations, plans on compensation for owners of bonds…  For bonds with payment warrant, the issuing-bond enterprise must provide clearly terms relating to payment warrant for investors, including: Methods of payment warrant; scope of payment warrant; procedures for implementing payment warrant; documents proving payment warrant.

The issuing-bond enterprises meeting conditions of issuance may issue bonds for many times but maximally not exceeding 12 month. In case which times of issuance are in various financial years, the issuing-bond enterprises must do procedures for new issuance. In addition, at least 03 (three) working days prior to organize bond issuance, the issuing-bond enterprises must send registration (notice) to the Ministry of Finance for summarization, monitor of corporate bond issuance.

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