Decision No. 367/QD-NH1 On the issuance of the Rules on medium and long-term credit

Pursuant to …;

REGARDING THE ISSUANCE OF THE REGULATIONS ON MEDIUM-TERM AND LONG-TERM CREDIT

GOVERNOR OF THE STATE BANK OF VIETNAM

Pursuant to the Ordinance on the State Bank of Vietnam and the Ordinance on Banks, Credit Cooperatives and Financial Companies issued pursuant to Decree No. 37/LCT-HĐNN8 and Decree No. 38/LCT-HĐNN8 dated May 24, 1990 of the Chairman of the Council of State of the Socialist Republic of Vietnam;

Pursuant to Government Decree No. 15/CP dated March 2, 1993 on the tasks, powers, and responsibilities for state management of ministries and agencies at ministerial level;

At the proposal of the Director of the Economic Research Department.

DECISION:

Clause 4 of Article 6 The attached Regulations on Medium-Term and Long-Term Credit are hereby promulgated.

12/2025/TT-BNNMT dated June 19, 2025 issued by the Minister of Agriculture and Environment This Decision shall take effect from the date of issuance and replace Decisions No. 23/NH-QĐ dated March 6, 1991 of the Governor of the State Bank of Vietnam on the issuance of the Regulations on Medium-Term and Long-Term Credit for economic organizations and Decision No. 273/QĐ-NH1 dated December 8, 1992 of the Governor of the State Bank of Vietnam on amending loan conditions.

Article 3.  The Director of the Governor's Office, the Inspector General, Heads of units under the Central State Bank, Governors of Provincial and Municipal Branches of the State Bank, General Directors (Directors) of credit organizations shall be responsible for implementing this Decision.

REGULATIONSON MEDIUM-TERM AND LONG-TERM CREDIT

(Issued together with Decision No. 367/QĐ-NH1 dated December 21, 1995) of the Governor of the State Bank)

I. GENERAL PROVISIONS

Article 1.- In these Regulations, the following terms shall be understood as follows:

1. Lender: is a credit organization, including: State-owned commercial banks, Investment and Development Bank, Joint Stock Commercial Banks, Joint Venture Banks, Branches of Foreign Banks in Vietnam, Financial Companies, Credit Cooperatives, established and operating in accordance with the Ordinance on Banks and People's Credit Funds.

2. Borrower: is a legal entity and individual engaged in production and business activities in accordance with Vietnamese Law, including: State-owned enterprises, Joint Stock Companies, Limited Liability Companies, Cooperatives, Private Enterprises, Joint Ventures with foreign countries, Wholly Foreign-Owned Enterprises in Vietnam, individual and household producers.

3. Investment Project: is a set of proposals based on scientific and practical grounds regarding the investment of capital to construct new, expand, renovate, and modernize fixed assets in order to achieve growth in quantity, quality, or improve the quality of products or services within a certain period of time.

4. Total Investment Amount: is the planned investment capital cost for the entire investment process aimed at achieving the investment objectives for operation and use according to project requirements (including inflation factors).

5. Credit Contract: is an economic contract signed between the lender and the borrower concerning medium-term and long-term loans; a promissory note is a form of credit contract.

6. Syndicated Loan Agreement for Medium-Term and Long-Term Loans: is a document signed between two or more lenders to jointly provide a loan for an investment project of the borrower.

7. Medium-Term Credit: is a type of loan with a term of over one year up to three years; Long-Term Credit: is a type of loan with a term of over three years but not exceeding the necessary depreciation period of the asset formed by the loan.

Article 2.- These Regulations apply to medium-term and long-term credit in Vietnamese Dong and foreign currency.

Article 3.- Sources of funds for lending

The lender uses the following sources of funds for medium-term and long-term lending:

1. Own capital and Reserve Fund.

2. Domestic and foreign borrowing for one year or longer.

3. A portion of domestic borrowing with a term of less than one year as specified by the Governor of the State Bank of Vietnam for each period.

4. Entrusted funds and sponsored funds for lending under government programs or investment projects of economic-financial-credit-social organizations both domestically and internationally.

Article 4.- Purpose of Loan

The lender provides medium-term and long-term loans to the borrower for investment in new construction projects, expansion, renovation, restoration, technical renewal, and application of science and technology with the aim of profit, in accordance with state economic and social development policies and laws.

Article 5.- The borrower may obtain loans from one credit institution or multiple credit institutions as stipulated in these Regulations.

Article 6.- Principles of Credit

1. Borrowed funds must be used for their intended purpose and effectively.

2. Credit relations shall be carried out based on mutual agreement between the lender and the borrower in accordance with economic contract regulations within the framework of the Law and these Regulations.

3. Borrowed funds must be fully repaid, including both principal and interest, according to the agreed terms.

Article 7.- Loan Conditions

The borrower must meet the following conditions:

1. Have legal person status or be an individual with sufficient capacity for acts and legal capacity to engage in production, business operations, and services in accordance with the industry specified in the business license or business registration certificate and the provisions of Vietnamese law.

2. Engage in profitable production and business operations.

3. Must have self-funded capital invested in the project, the specific amount to be determined by the General Director (Director) of the credit institution.

4. Must provide collateral or pledge assets or third-party guarantees in accordance with the Collateral, Pledge, and Guarantee Regulations of the State Bank Governor.

5. Must purchase insurance for assets formed using borrowed funds at a legally operating insurance company in Vietnam if such assets require insurance, and commit to using any compensation received due to risks to repay the credit institution. Cases where insurance is not required will be determined by the General Director (Director) of the credit institution.

6. Maintain accounting, bookkeeping, and financial management in accordance with the Accounting and Statistics Ordinance and the Charter of the economic entity.

7. Comply with the State's Investment and Construction Management Charter and the regulations of these Regulations.

8. For borrowers that are legal entities, in addition to the conditions stipulated above, they must have remaining operational time as per the establishment decision or business license consistent with the duration of medium-term and long-term loans.

Article 8.- Borrowing Objectives

These are costs constituting the total investment level of new construction, expansion, renovation, restoration, technical renewal, and application of science and technology projects, including: value of materials, machinery, equipment, transferred technology, inventions, and discoveries; labor costs; rental and transfer fees for land and other assets within the legal framework; insurance costs for assets under the investment project; other costs.

Article 9.- The loan amount for a borrower's investment project equals the total investment capital of the project minus the borrower's self-funded investment capital, but the maximum amount cannot exceed 70% of the value of the collateral or pledge.

Article 10.- The loan term is determined based on the production and business cycle, the project's repayment capability, the borrower's income potential, and the nature of the lender's capital source.

The loan term runs from the date the borrower begins receiving the loan until the date all debt is repaid to the lender, as mutually agreed upon in the credit contract.

Article 11.- The loan interest rate shall not exceed the ceiling rate set by the State Bank Governor. In cases of entrusted loans, it shall be implemented according to the designated or agreed-upon interest rate with the entrusting party.

Article 12.- The lender shall not provide medium-term and long-term loans to the borrower combined with short-term loan balances exceeding 10% of its own self-funded capital and reserve fund; the total loan amount for the ten largest borrowers shall not exceed 30% of the lender's total outstanding loan balance.

The lender shall not grant preferential lending terms to the borrower as prescribed in Article 30 of the Banking, Cooperative Credit Societies, and Financial Companies Ordinance.

Article 13.- If the lender provides foreign currency loans to the borrower, both parties must comply strictly with state regulations on foreign exchange management regarding the provision, use, accounting, conversion, repayment of foreign currency loans.

II. SPECIFIC PROVISIONS

Article 14.- To obtain a loan, the borrower must submit the following documents to the lender:

1. Loan application form.

2. Legal documentation about the borrower and proof of registered capital and initial investment capital.

3. Financial statements for the past two years and each quarter of the current year.

4. Investment project and related documents.

5. Legal documents (originals) concerning the borrower's collateral or pledge or guarantor's collateral.

Specific types of documents as determined by the General Director (Director) of the credit institution.

Article 15.- Within twenty days of receiving the borrower's valid loan application documents, the lender must notify the borrower in writing of the decision to approve or deny the loan.

Article 16.- The lender and borrower sign the credit contract and complete procedures for disbursing the loan as stipulated by the lender. The lender disburses the loan according to the progress of the investment project.

Article 17.- Repayment of Principal and Interest

1. Upon maturity of the agreed repayment period, the borrower must proactively repay the full amount owed to the lender.

2. The borrower pays interest along with the principal repayment according to the agreed repayment period or pays interest according to the agreed interest payment period.

3. Upon maturity of the repayment period for principal and interest, if the borrower does not proactively repay the debt, the lender has the right to deduct the amount from the borrower's deposit account to collect the debt and interest; if the borrower lacks sufficient funds to repay and does not receive an extension, the lender transfers the overdue debt to the overdue account and the borrower must bear the overdue interest rate; unpaid interest amounts are recorded in off-balance-sheet accounts without being added to the principal.

4. The borrower must inform the lender in advance when voluntarily repaying the loan ahead of schedule.

Article 18.- Extension of Debt, Reduction of Interest, Waiver of Interest:

1. In cases where the borrower fails to repay the debt on time due to objective reasons and submits a request for an extension, the lender may consider granting an extension; the maximum extension period equals one repayment period and can only be granted once per credit contract.

2. The reduction or waiver of interest on loans is decided by the General Director (Director) of the credit institution in accordance with the loan interest reduction and waiver regulations of the credit institution approved by the State Bank Governor.

Article 19.- Rights and Obligations of the Lender

1. Has the right to request the borrower to provide all quarterly and annual reports on the production and business situation and information related to the loaned capital; to inspect before, during, and after the loan regarding issues related to the loaned capital.

2. Has the right to stop lending and recover the principal and interest of the loan ahead of schedule in the following cases:

2.1. The borrower provides false documents and information.

2.2. The borrower misuses the loaned funds; suffers losses in business but cannot be remedied; has lawsuits threatening most of the borrower's assets.

2.3. The borrower is dissolved; is being dissolved; loses the ability to pay; has a decision from the Commercial Court initiating procedures to declare the borrower bankrupt.

2.4. The collateral or pledge for the borrower’s debt or that of the guarantor no longer exists or has decreased compared to the amount of the debt (for collateral or pledges not stored in the lender's warehouse).

3. Has the right to auction collateral or pledges to recover the principal and interest of the loan in the following cases:

3.1. When recovering the loan ahead of schedule as mentioned in point 2 above, but the borrower is unable to repay the principal and interest of the loan.

3.2. Upon the final due date for repayment, if the borrower is unable to repay the principal and interest of the loan.

4. Has the right to demand the borrower compensate for all damages arising from the borrower's failure to perform or inadequate performance of the credit contract.

5. Initiate legal proceedings against the borrower in accordance with the Law.

6. Fulfill all commitments with the borrower and decisions of the Law regarding the loaned capital; must compensate the borrower for any damage caused by the lender's breach of the credit contract.

Article 20.- Rights and obligations of the borrower:

1. Has the right to choose, negotiate, and agree with the lender on borrowing and signing a credit contract.

2. Has the right to demand the lender compensate for all damages arising from the lender's breach of the credit contract; initiate legal proceedings against the lender in accordance with the Law.

3. From the day of receiving the first loan until fully repaying the principal and interest of the loan, the borrower must submit periodic quarterly and annual reports and necessary documents related to the loaned capital to the lender as required by the lender.

4. When the borrower changes their legal representative, the replacement must assume full responsibility for the debt and interest of the loan and any commitments previously made by the previous legal representative.

5. When transferring ownership, splitting, or merging, the borrower must fully repay the principal and interest of the loan to the lender. If the debt and interest have not been fully repaid, the borrower must process the transfer of the debt and interest to the new borrower, if agreed in writing by the lender. The legal representative of the new borrower must accept the entire amount of the debt and interest and fulfill the commitments previously made by the old borrower.

6. When the debt and interest have not been fully repaid, if the borrower intends to sell or liquidate assets financed by the loan, such actions must be approved by the lender and the debt and interest must be fully repaid immediately after the sale or liquidation.

7. In case the credit contract is canceled or breached due to the borrower's fault, the borrower must compensate the lender for all damages.

8. May not use assets formed with the loaned capital as collateral or pledge for another organization until the debt and interest have been fully repaid.

9. Timely notify the lender of events and changes affecting or threatening the safety of the loaned capital.

Article 21.- In the case where two or more lenders lend to a borrower's investment project, in addition to the provisions in the aforementioned articles, the lenders and the borrower must also comply with the following provisions:

1. The lenders must establish a Joint Review Board for the loan application documents submitted by the borrower. Legal representatives of the lenders sign a cooperation agreement for medium and long-term loans to the borrower; the content of the agreement includes:

The amount each lender will lend to the borrower's project.

Disbursement period, loan term.

Loan interest rate.

Collateral, pledge, or guarantee.

Repayment terms and methods.

Provisions on the rights and obligations of the parties involved in the cooperative lending.

Provisions for resolving disputes arising from responsibilities and interests.

2. Principles for handling cases:

2.1. The total amount lent by the lenders to the borrower equals the total investment capital minus (-) the borrower's own investment capital for the project, but not exceeding 70% of the total value of the collateral or pledge provided to the lenders.

2.2. If the borrower or guarantor has valuable assets that cannot be pledged separately to each lender, the lenders must appoint one lender to represent them as the recipient of the collateral or pledge; when auctioning the collateral or pledge to recover the debt and interest, the proceeds from the auction will be divided according to the amount each lender lent to the borrower.

2.3. When the borrower violates the Law and these Regulations or commitments to the lenders, the lenders must jointly suspend lending, recover the debt ahead of schedule, or initiate legal proceedings against the borrower in accordance with the law.

2.4. If the lenders have disputes over the cooperative lending agreement that cannot be resolved through mediation, they may initiate legal proceedings at the Commercial Court.

III. INSPECTION BY FINANCIAL INSTITUTIONS AND HANDLING OF VIOLATIONS

Article 22.- Financial institutions must inspect before, during, and after the loan regarding the use of the loaned capital and management of the borrower's collateral. The borrower has the responsibility to provide data, situations, and facilitate the financial institution's inspection activities concerning issues related to the loaned capital.

Article 23.- When discovering violations by the borrower of the Law and these Regulations, the financial institution may require the borrower to rectify the violation or exercise its rights as stated in Article 19 above, depending on the specific level of violation.

IV. IMPLEMENTATION PROVISIONS

Article 24.- The financial institutions and borrowers referred to in Article 1 above are responsible for complying with these Regulations. Based on these Regulations, the General Directors (Directors) of financial institutions shall issue specific guidelines appropriate to the characteristics of their operations.

Heads of functional units under the State Bank of Vietnam, Branch Directors of the State Bank of Vietnam in provinces and cities are responsible for inspecting and supervising the implementation of these Regulations.

Article 25.- Amendments and supplements to these Regulations shall be decided by the Governor of the State Bank of Vietnam.