CIRCULAR

GUIDING THE AMENDMENTS AND SUPPLEMENTS TO THE FINANCE MINISTRY�S CIRCULAR No. 68/2000/TT-BTC OF JULY 13, 2000 GUIDING IN DETAIL A NUMBER OF POINTS ON GOVERNMENT BOND ISSUANCE UNDERWRITING AND AGENCY

In order to perfect the mechanism of issuing government bonds by modes of issuance underwriting and agency, the Finance Ministry hereby guides the amendments and supplements to its Circular No. 68/2000/TT-BTC of July 13, 2000 guiding in detail a number of points on government bond issuance underwriting and agency, as follows:

I. A NUMBER OF POINTS IN SECTION II, PART II ARE AMENDED AND SUPPLEMENTED AS FOLLOWS:

1. To replace Point 1 with the following new one:

1. The government bond issuance underwriting structure:

The government bond issuance underwriting shall be effected in one of the following issuance underwriting structure forms:

1.1. A sole issuance-underwriting organization.

1.2. An issuance-underwriting conglomerate composed of one or several co-principal issuance-underwriting organizations.

1.3. An issuance-underwriting conglomerate composed of co-issuance underwriting organizations.

2. To replace Point 3 on the government bond issuance underwriting procedures with the following new one:

2.1. To replace Point 3.1 with the following new one:

3.1. Notice on the content and conditions of a government bond issuance drive:

At least 30 days before the bond issuance date, the Central State Treasury shall base itself on the Finance Minister’s decision on government bond issuance to send a "notice on the content and conditions of government bonds issued by the underwriting mode" (according to the set form) to members participating in the government bond issuance underwriting.

Basing themselves on the content and conditions of government bonds notified by the Central State Treasury, the members participating in the government bond issuance underwriting shall probe the investors capabilities to buy government bonds in form of registration for buying government bonds (made according to the set form).

2.2. To replace Point 3.2 with the following new one:

3.2. Registration for government bond issuance underwriting:

At least 15 days before the bond issuance date, basing themselves on the result of the investors registration for buying government bonds, the members participating in the issuance underwriting shall send their government bond issuance underwriting registrations (made according to the set form) to the Central State Treasury, clearly stating: the volume of bonds they shall underwrite, list of investors and their money amounts already registered for buying bonds, interest rate, underwriting charges, ... which shall serve as basis for the Central State Treasury to consider and choose underwriting organization(s) for the coming issuance drive.

2.3. To replace Point 3.3 with the following new one:

3.3. Agreement on interest rate, underwriting charge and volume of to be- underwritten bonds of a government bond issuance drive:

Basing itself on "bond issuance underwriting registrations", the Central State Treasury shall decide to choose members participating in issuance underwriting with investors money amounts registered for buying 50% or more of the volume of bonds they take for underwriting, with a low interest rate and underwriting charges, to act as underwriters for the coming issuance drive, and invite them to the Central State Treasury to reach agreements on interest rate, underwriting charge, volume of bonds to be underwritten and other matters related to the issuance drive.

2.4. To replace Point 3.4 with the following new one:

3.4. Signing of government bond issuance underwriting contracts:

Basing itself on the agreement with issuance underwriting organizations, the Central State Treasury shall sign a "government bond issuance underwriting contract" with the sole issuance underwriting organization or the principal issuance underwriting organization or each co-principal issuance underwriting organization or each selected co-underwriting organization.

2.5. To replace Point 3.5 with the following new one:

3.5. Announcement of issuance of government bonds into the securities market:

At least 7 days before the bond issuance date, basing themselves on the government bond issuance underwriting contracts, the Central State Treasury and organizations selected as issuance underwriters shall coordinate with the Securities Trading Center and the Stock Exchange in issuing a "notice on government bond issuance" (according to the set form) on the securities market.

2.6. To replace Point 3.6 with the following new one:

3.6. Sale of government bonds to investors:

Basing themselves on the notice on government bond issuance and the government bond issuance underwriting contracts already signed with the Central State Treasury, the issuance underwriting organizations shall sell government bonds they have underwritten to investors.

2.7. To replace Point 3.7 with the following new one:

3.7. Deposits for government bond issuance underwriting:

a/ In order to ensure the transfer of money amounts paid for underwritten bonds to the Central State Treasury, before the bond issuance date, the issuance-underwriting organizations shall have to make a deposit at least equal to 5% of the underwritten bonds money amount into the Central State Treasury’s account opened at the State Bank.

b/ Deposit amounts shall not enjoy interest during the depositing period and shall be cleared against the underwritten bonds money amount transferred to the Central State Treasury or paid as fine for deferred payment in cases where the underwriting organizations defer the transfer of underwritten bonds money amounts to the Central State Treasury.

2.8. At Point 3.8.b: To replace the phrase "Fine amounts for deferred payment shall be deducted from the issuance underwriting organizations accounts opened at banks and determined according to the following formula:" with the following new one: "Fine amounts for deferred payment shall be deducted from deposits of the issuance-underwriting organizations and determined according to the following formula:"

3. To replace Point 6 with the following new one:

6. Responsibilities of issuance underwriting organizations:

6.1. To resell the bond volume they have been underwritten to investors, and at the same time to buy the remaining bond volume not yet sold out.

6.2. To manage books and carry out the procedures for bond registration, custody and listing at the Securities Trading Center and the Stock Exchange for the investors.

6.3. To send, on the bond issuance date at the latest, "reports on result of government bond sale" (made according to the set form) to the Central State Treasury.

II. APPENDICES ARE AMENDED AND SUPPLEMENTED AS FOLLOWS:

1. To replace Appendix 02 with a new one.

2. To replace Appendix 03 with a new one.

3. In Article 6, Appendix 04: To replace Point 3 with the following new one: To notify the issuer of the bond sale progress and result when so requested by the issuer.

4. To replace Appendix 05 with a new one.

5. To replace Appendix 06 with a new one.

6. To replace Appendix 07 with a new one.

7. To add Appendix 11.

III. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 15 days after its signing. Other contents prescribed in the Finance Ministry’s Circular No.68/2000/TT-BTC of July 13, 2000, which are not guided in this Circular, shall remain intact.

2. The ministers, the heads of the ministerial-level agencies, the heads of the agencies attached to the Government and the presidents of the People’s Committees of the provinces and centrally-run cities shall have to coordinate with the Ministry of Finance in implementing this Circular.

3. The General Director of the State Treasury and the heads of the concerned units under and attached to the Ministry of Finance shall have to guide and organize the implementation of the provisions of this Circular.