Circular No. 22/2013/TT-NHNN guiding procedures for registering foreign loans and international bond issuances guaranteed by the Government

CIRCULAR

HGuidelines for procedures for registering foreign loans and issuing international bonds and international bonds guaranteed CThe Government guaranteesh

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on State Debt Management No. 29/2009/QH12 dated June 17, 2009 2009;

Pursuant to the Ordinance on Foreign Exchange No. 28/2005/PL-UBTVQH11 dated December 13, 2005;No.Decree No. 90/2011/NĐ-CP dated October 14, 2011 of the Government on the issuance of corporate bonds;

Pursuant to DecreeNo. Decree No. 15/2011/NĐ-CP dated February 16, 2011 of the Government on the granting and management of government guarantees;"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."Decree No. 96/2008/NĐ-CP dated August 26, 2008 of the Government;

Pursuant to DecreeNo. The Governor of the State Bank of Vietnam issues this Circular guiding the procedures for registering foreign loans and issuing international bonds guaranteed by the Government;"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."This Circular stipulates the procedures for registering foreign loans and issuing international bonds guaranteed by the Government; reporting requirements for borrowers and issuers of international bonds guaranteed by the Government.

Pursuant to DecreeNo. Article 1. Borrowers and issuers of international bonds guaranteed by the Government as prescribed in Decree No. 15/2011/NĐ-CP dated February 16, 2011 on the granting and management of government guarantees (hereinafter referred to as the Borrower).June 2024;Article 2. Organizations and individuals related to the implementation of procedures for registering foreign loans and issuing international bonds guaranteed by the Government."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."Amending and supplementing some articles of Circular No. 02/2012/TT-NHNN dated February 27, 2012 on guiding foreign exchange transactions between the State Bank of Vietnam and credit organizations, branches of foreign banks as follows:

AT THE REQUEST OF THE HEAD OF THE FOREIGN TRADE MANAGEMENT DEPARTMENTNo.i,

Article 3. Procedures for registering foreign loans and issuing international bonds guaranteed by the GovernmentintentionClause 1. Documents for requesting confirmation of registration of foreign loans and issuing international bonds:, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPPoint a) Application form for foreign loan registration (Annex 1A attached hereto) or Application form for international bond issuance registration (Annex 1B attached hereto);policiesu internationally Point c) Copy of the Guarantee Letter from the Ministry of Finance (with confirmation from an authorized representative of the Borrower according to the law);"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."Point d) Copy of the approval document from the competent authority as prescribed by law for the investment project or business plan using funds raised from foreign loans or international bond issuance;,

Article 1. Scope of Regulation

Point đ) Copy in the foreign language and Vietnamese translation (with confirmation from an authorized representative of the Borrower regarding the accuracy of the copy and translation) of the following documents: - Signed foreign loan agreement; or - Agreements related to the international bond issuance round (according to the structure of the issuance round).

The objects subject to this Circular include:

Clause 2. Procedure for confirming registration of foreign loans and issuing international bonds:

Point a) Within thirty (30) days from the date of signing the Guarantee Letter and before drawing down the foreign loan or issuing international bonds, the Borrower shall directly send or send via postal service one (01) set of documents as prescribed in Clause 1 of this Article to the State Bank of Vietnam (Department of Foreign Exchange Management).

In case of refusal to confirm registration, the State Bank of Vietnam will issue a letter clearly stating the reasons.

Point b) Legal documents of the Borrower include: Certified copies of the Business Registration Certificate or Decision on Establishment of the Borrower or Investment Certificate or Investment Registration Certificate as prescribed by law and any amendments (if any).

c) A certified copy of the Guarantee Letter issued by the Ministry of Finance (with confirmation from an authorized representative of the Borrower in accordance with the law);

d) A certified copy of the approval document issued by the competent authority in accordance with the law for the investment project or business plan using raised funds from foreign loans or international bond issuance;

đ) A certified copy in a foreign language and its Vietnamese translation (with confirmation from an authorized representative of the Borrower regarding the accuracy of the copy and translation) of the following documents: - The signed foreign loan agreement; or - Related agreements concerning the international bond issuance round (in accordance with the issuance structure).

2. Procedures for registering foreign loans and international bond issuances:

a) Within thirty (30) days from the date of signing the Guarantee Letter and before withdrawing funds from the foreign loan or international bond issuance, the Borrower shall directly or through postal service submit one (01) set of documents to the State Bank of Vietnam (Department of Foreign Exchange Management) in accordance with Clause 1 of this Article.

b) Within fifteen (15) days from the date of receiving complete and valid documents from the Borrower, the State Bank of Vietnam shall send the Borrower a registration confirmation document for foreign loans or international bond issuances. The registration confirmation document for foreign loans or international bond issuances from the State Bank of Vietnam includes the following main contents: Borrower, Lender (for bilateral foreign loans, joint foreign loans not using a Lender's Representative) or Lender's Representative (for joint foreign loans, international bond issuances using a Lender's Representative, Bondholders' Representatives); related agents for foreign loans, international bond issuances (if any); basic conditions of foreign loans, international bond issuances (loan amount, total value of international bond issuance; purpose of using borrowed funds, funds from international bond issuance; interest rate; penalty interest; fees; guarantee form; loan term; withdrawal plan, principal repayment plan, interest payment); credit institutions, branches of foreign banks permitted where the Borrower opens accounts for withdrawing funds, repaying foreign loans, international bond issuances and other relevant contents concerning foreign loans, international bond issuances (if any).

In case of refusal to confirm the registration, the State Bank of Vietnam shall issue a document stating the reasons.

1. In case of any change to the contents related to foreign loans or international bond issuances mentioned in the registration confirmation document of the State Bank of Vietnam, the borrower shall be responsible for registering the changes to foreign loans and international bond issuances with the State Bank of Vietnam in accordance with Clause 2 and Clause 3 of this Article.

2. Documents for requesting confirmation of registration for changes to foreign loans and international bond issuances:

a) Application form for changing foreign loans (in accordance with Appendix 2A attached to this Circular); or Application form for changing international bond issuance (in accordance with Appendix 2B attached to this Circular).

b) Copies in the foreign language and Vietnamese translations of the agreements on changes that have been signed (with confirmation from the authorized representative of the borrower regarding the accuracy of the copies and translations) in cases where the changes require agreement between the parties.

c) Copies of letters or appendices amending guarantee letters issued by the Ministry of Finance (if applicable).

d) Explanation document from the borrower detailing the changes to foreign loans and international bond issuances (applicable in cases where there are no components of the documents specified in Point b and Point c of this Clause).

3. Procedure for confirming registration of changes to foreign loans and international bond issuances:

a) Within thirty (30) days from the date of signing the change agreement or the date the Ministry of Finance issues the letter or appendix amending the guarantee letter (if applicable), and before implementing the changes, the borrower shall directly send or mail one (01) set of documents in accordance with Clause 2 of this Article to the State Bank of Vietnam (Department of Foreign Exchange Management).

b) Within fifteen (15) days from the date of receiving complete and valid documents from the borrower, the State Bank of Vietnam shall send the borrower a confirmation document for the registration of changes to foreign loans and international bond issuances. In case of refusal to confirm the registration of changes to foreign loans and international bond issuances, the State Bank of Vietnam shall issue a document specifying the reasons.

Article 5. Reporting Requirements for Borrowers

The borrower shall report to the Ministry of Finance on the implementation of foreign loans and international bond issuances guaranteed by the Government in accordance with the regulations of the Ministry of Finance. The borrower shall be responsible for sending a copy of the above report to the State Bank of Vietnam (Department of Foreign Exchange Management) so that the State Bank can coordinate to monitor and manage.

Article 6. Effectiveness

1. This Circular takes effect from October 1, 2013.

2. Abolish the provisions at Section I, Section II, Section III, and Section IV of Chapter III of Circular 09/2004/TT-NHNN dated December 21, 2004, of the State Bank of Vietnam guiding foreign borrowing and repayment by enterprises.

Article 7. Implementation Organization

The Head of the Office, the Director of the Department of Foreign Exchange Management, the heads of units under the State Bank of Vietnam, the legal representatives of the borrowers, the General Directors (Directors) of credit institutions, and other relevant organizations and individuals are responsible for implementing this Circular.