STATE BANK OF VIETNAM -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No. 37/2013/TT-NHNN	Hanoi, 31 December 2013

 

CIRCULAR

ON GUIDING SOME DETAILS RELATING TO FOREIGN EXCHANGE CONTROL AGAINST OFFSHORE LOANS AND COLLECTION OF GUARANTEED DEBTS FROM NON-RESIDENTS

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

- Pursuant to the Law on Credit institutions No. 47/2010/QH12 dated 16 June 2010;

- Pursuant to the Ordinance No. 28/2005/PL-UBTVQH11 dated 13 December 2005;

- Pursuant to the Ordinance No. 06/2013/PL-UBTVQH13 dated 18 March 2013 amending, supplementing several articles of the Ordinance on Foreign Currency;

- Pursuant to the Decree No.156/2013/ND-CP dated 11 November 2013 of the Government providing for the functions, duties, authorities and organizational structure of State Bank of Vietnam

- Upon proposal of the Director of the Foreign Exchange Control Department;

The Governor of the State Bank of Vietnam hereby issues the Circular on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents.

Chapter I

GENERAL PROVISIONS

Article 1. Governing scope

1. This Circular provides for:

a) The opening and use of accounts for performing offshore loans, the guarantee obligations and for collecting guaranteed debts from non-residents by economic organizations, in which the loan and guarantee to non-resident are subject to permission by the Prime Minister.

b) The opening and use of accounts for performing guarantee obligation and collecting guaranteed debts from non-residents by credit institutions, foreign bank branches;

c) Procedures of registration, registration for change of offshore loan; registration, registration for change of guaranteed debt collection arising from the performance of guarantee obligation to non-residents by economic organizations;

d) Procedures of registration, registration for change of guaranteed debt collection arising from the performance of guarantee obligation to non-residents by credit institutions, foreign bank branches.

2. In addition to provisions of this Circular, the supply of offshore loan and debt collection, guarantee to non-residents by credit institutions, foreign bank branches shall be subject to current regulations of the State Bank on foreign exchange control against offshore loan and debt collection by credit institutions and regulations on banking guarantee.

Article 2. Subjects of application

1. Credit institutions, foreign bank branches who grant guarantee to non-residents (hereinafter called the “Guarantor”).

2. Economic organizations which are permitted by the Prime Minister to lend to non- residents (hereinafter called the “Lender”).

3. Economic organizations which are permitted by the Prime Minister to grant guarantee to non-residents (hereinafter called the “Guarantor”).

4. Organizations, individuals relating to activities of offshore loan and guarantee to non- residents by economic organizations, credit institutions and foreign bank branches.

Article 3. Interpretation

In this Circular, following terms shall be construed as follows:

1. Guarantee to non-residents means the case where a resident credit institution, foreign bank branch, economic organization commits in writing with the guarantee beneficiary to perform such financial obligation on behalf of the guaranteed party who is a non-resident in the event where the guaranteed party fails to perform or fully perform the obligation committed with the guarantee beneficiary.

2. Collection of guaranteed debt means the case where the guarantor collects the debt from the non-resident guaranteed party after the guarantee obligation has been performed.

3. Loan agreement means a written agreement made by and between the Lender and the non- resident foreign Borrower, which enforces the fund disbursement and debt collection, provides for the terms and conditions of the offshore loan as to purpose of using the loan fund, method of loan, amount of the loan, interest rate, maturity of the loan, method of debt repayment, details on loan security (if any), and other related commitments.

4. Guarantee agreement means a written agreement made by and between the Guarantor, guaranteed party and involved parties (if any), which provides for the form of indebtedness and liability of repayment by the guaranteed party to the guarantor.

5. Guarantee commitment means the commitment made by the Guarantor with the guarantee beneficiary, which provides that the Guarantor shall perform the financial obligation on behalf of the non-resident guaranteed party where the guaranteed party fails to perform or fully perform the obligation committed with the beneficiary. Guarantee commitment may be performed in the forms of a Letter of Guarantee, Guarantee Contract and other forms as agreed by the parties, providing that it is not contrary to laws and regulations of Vietnam.

6. Guarantor’s Representative in a co-guarantee of the credit institution, foreign bank branch means the guarantor who is unanimously authorized by other guarantors to manage the account for guarantee performance; who performs the procedures of registration, registration for change of guaranteed debt collection with the State Bank and other authorized works (hereinafter referred to as guarantor’s representative).

7. Registration, registration for change of an offshore loan means the case where the lender registers with the State Bank for an offshore loan or for changes with relation to the offshore loan that was confirmed by the State Bank at the written registration confirmation as prescribed in this Circular.

8. Registration, registration for change of a guaranteed debt collection means the case where the guarantor registers with the State Bank for the guarantee debt collection or for changes with relation to the guaranteed debt collection that was confirmed by the State Bank at the written registration confirmation as prescribed in this Circular.

9. Registration confirmation means a document issued by the State Bank to confirm that the lender, guarantor has already registered for an offshore loan, guaranteed debt collection in accordance with regulations of this Circular.

10. Confirmation of registration for change means a document issued by the State Bank to confirm the Lender has already registered for change of an offshore loan or the Guarantor has already registered for the change of guaranteed debt collection upon arising any change in the details that were confirmed by the Sate Bank at the written registration confirmation.

11. Account service supplying credit institutions mean the credit institutions, foreign bank branches where the Lender, Guarantor opens an account for performing the offshore loan, guarantee to non-residents in accordance with applicable laws and regulations.

12. Account for guarantee performance means an account that is opened by the Guarantor at one (01) account service supplying credit institution to perform the guarantee obligation, collect guaranteed debt from non-residents and guarantee-related fees.

13. Offshore loan account means an account that is opened by the Lender at one (01) account service supplying credit institution to perform the fund disbursement, debt collection in regard of the offshore loan.

Article 4. Responsibilities of the Lender, Guarantor

1. To study the legal capacity, financial capacity of the borrowers, guaranteed parties who are non-residents to secure the collection of principal and interest debt under the loan agreement, guarantee agreement.

2. To take legal and financial risks in entering into and performing the loan agreement, guarantee commitment, guarantee agreement and other related agreements.

3. To comply with applicable laws and regulations on foreign exchange control, offshore loan and debt collection, regulations on guarantee, security asset, other laws and regulations of Vietnam and of foreign countries that affect the contraction and performance of loan agreements, guarantee commitments, guarantee agreements.

Article 5. Subjects to register, register for change of offshore loan, guaranteed debt collection

1. Economic organizations who offer offshore loans, guarantee to non-residents.

2. Credit institutions, foreign bank branches who grant guarantee to non-residents.

3. Guarantor’s representative in co-guarantees of credit institutions, foreign bank branches to non-residents.

4. In case where the loan agreement, guarantee agreement to a non-resident is joined by at least two (02) economic organizations, each of them shall proceed with registration, registration for change of the offshore loan, guaranteed debt collection in relation to their proportion of the loan, guarantee.

Article 6. Cases that are not subject to registration for guaranteed debt collection

In the event where the debt arising from the fulfillment of guarantee obligation is paid by the Guaranteed party to the Guarantor within a period of 30 (thirty) days since the fulfillment of guarantee obligation, then the Guarantor shall not be required to register for the guaranteed debt collection as prescribed in this Circular.

Chapter II

REGISTRATION AND REGISTRATION FOR CHANGE OF OFFSHORE LOANS BY ECONOMIC ORGANIZATIONS

Article 7. Application file for registration of offshore loan

1. An Application for registration of offshore loan (as per Appendix 01 enclosed herewith).

2. Legal profiles of the Lender, which include: A true certified copy of the original Certificate of Business Registration (or Corporate Registration Certificate), Investment Certificate, Establishment License or Decision of the Lender in accordance with laws and regulations (if any) and amendments thereof (if any).

3. A copy (with confirmation of the Lender) of the written approval of the Prime Minister to the offshore loan of the economic organization.

4. A report on the plan for foreign currency arrangement of the economic organization for lending overseas.

5. Legal profiles of the borrower, which include: A true certified copy of the original version and Vietnamese translation of the investment approval issued by the regulator of investment host country. Where there are no procedures of issuing approval for investment in the country of the borrower, the lender shall submit a true certified copy of the original version and Vietnamese translation of the written confirmation issued by the regulator of the host country confirming the business registration or other documents with the same validity (applicable to the case where the Borrower is an enterprise with capital contribution by Vietnamese enterprise in the form of direct investment).

6. A copy and Vietnamese translation (with confirmation of the Lender) of the offshore loan agreement.

A copy and Vietnamese translation (with confirmation of the Lender) of documents, guarantee agreements, security of the offshore loan (if any).

Article 8. Sequence of procedures of registration for an offshore loan

1. Within a period of thirty (30) days since the signing of loan agreement and before the fund disbursement, the Lender shall sent, directly or via post service, one (01) set of application file as provided for in Article 7 of this Circular to the State Bank (Foreign Exchange Control Department).

2. Within a period of thirty (30) days since the receipt of the full and valid application file, the State Bank shall send the Lender with a written confirmation of registration of offshore loan, which includes following main details: Lender; Borrower; basic conditions of the offshore loan such as lending turnover, purpose of the offshore loan, interest rate of the offshore loan, penalty interest, fee, security, disbursement schedule, debt (principal and interest) recovery schedule; the credit institution that supplies account service and other contents relating to the offshore loan (if any). In case of declining to confirm the registration, the State Bank shall issue a document which states clearly the reason thereof.

Article 9. Application file for registration for change of offshore loan

1. In case of arising any change in any detail relating to the offshore loan as stated in the document of the State Bank confirming the registration for offshore loan, the Lender shall be responsible to register for change of offshore loan in accordance with provisions of this Circular.

2. An application file for change registration shall consist of:

a) An application for registration for change of offshore loan (as per Appendix 02 enclosed with this Circular).

b) A copy and Vietnamese translation of the concluded agreement on change (with confirmation of the Lender for the accuracy of the copy and the translation) of the changed details need agreement between the parties.

c) A copy and Vietnamese translation (with confirmation of the Lender for the accuracy of the copy and the translation) of the written approval issued by the Guarantor for the changed details if the offshore loan is guaranteed by a third party.

d) A copy (with confirmation of the Lender) of the written approval of the Prime Minister for the changed details of the offshore loan of the economic organization (for the case where the offshore loan amount is increased or term of the offshore loan is extended or where the Lender is changed).

dd) A written confirmation of the credit institution which supplies account service on the disbursement, debt collection as of the time of applying for confirmation of registration for change (for the case where registration is for change in the schedule of disbursement, debt collection).

e) A document made by the Lender that clearly explains the change of the offshore loan (for the case where the components of application file as prescribed in Items b, c of this Clause are unavailable).

Article 10. Sequence of procedure of registering for change of offshore loan

1. Within a period of thirty (30) days since the signing of the agreement on change of offshore loan and before realization of the change, the Lender shall send, directly or via post service, one (01) set of application file as prescribed in Article 9 of this Circular to the State Bank (Foreign Exchange Control Department).

2. Within a period of thirty (30) days since the receipt of the full and valid application file, the State bank shall send the Lender with a written confirmation for the change of the offshore loan.

3. Where the registration for change of offshore loan is rejected, the State Bank shall issue a document which clearly explains the reason thereof.

Chapter 3.

REGISTRATION AND REGISTRATION FOR CHANGE OF GUARANTEED DEBT COLLECTION

Article 11. Application file for registration of guaranteed debt collection

1. For the case of collection of guaranteed debt arising from the grant of guarantee to non- residents by economic organizations, the application file shall consist of:

a) An Application for collection of guaranteed debt (as per Appendix 03 enclosed with this Circular).

b) Legal profiles of the Guarantor, which include: A true certified copy of the original Certificate of Business Registration (or Corporate Registration Certificate), Investment Certificate, Establishment License or Decision of the Guarantor in accordance with laws and regulations (if any) and amendments thereof (if any).

c) A copy (with confirmation of the Guarantor) of the written approval of the Prime Minister to the guarantee to non-resident of the economic organization.

d) A copy and Vietnamese translation (with confirmation of the Guarantor) of the document made by the beneficiary requesting the Guarantor to perform the guarantee obligation;

dd) Copies and Vietnamese translations (with confirmation of the Guarantor) of the guarantee commitment, concluded guarantee agreement, agreement (or notice) on the collection of debt that the Guarantor has paid on behalf of the guaranteed party;

e) A copy (with confirmation of the credit institution that supplies account service) of documents proving the Guarantor has already transferred money for performing the guarantee obligation.

2. An application file for registration of guaranteed debt collection applicable for guarantees or co-guarantees of credit institutions, foreign bank branches shall consist of:

a) An Application for collection of guaranteed debt (as per Appendix 03 enclosed with this Circular).

b) A copy and Vietnamese translation (with confirmation of the Guarantor) of the document made by the beneficiary requesting the Guarantor to perform the guarantee obligation;

c) Copies and Vietnamese translations (with confirmation of the Guarantor) of the guarantee commitment, concluded guarantee agreement, agreement (or notice) on the collection of debt that the Guarantor has paid on behalf of the guaranteed party;

d) A copy (with confirmation of the Guarantor or Guarantor’s representative) of documents proving the Guarantor has already transferred money for performing the guarantee obligation.

dd) A copy (with confirmation of the Guarantor’s representative) of the agreement between the Guarantors on authorizing 01 (one) guarantor to register for the collection of guaranteed debt with the State Bank (applicable for a co-guarantee).

Article 12. Sequence of procedures of registration for collection of guaranteed debt

1. Within a period of fifteen (15) working days since the transfer of money for performing the guarantee obligation, the guarantor or guarantor’s representative (for the co-guarantee of credit institutions, foreign bank branches) shall send, directly or via post service, one (01) set of application file as prescribed in Article 11 of this Circular to the State Bank (Foreign Exchange Control Department).

2. Within a period of fifteen (15) working days since the receipt of the full and valid application file from the guarantor or guarantor’s representative, the State Bank shall send the guarantor or guarantor’s representative with a written confirmation to the collection of guaranteed debt with following main details: the Guarantor or Guarantor’s representative; guaranteed party; beneficiary; basic conditions of the guaranteed debt collection: guarantee limit, amount already guaranteed, purpose of guarantee, interest rate of debt collection, penalty interest, fee, schedule of debt collection; the credit institution that supplies account service and other contents relating to the collection of guaranteed debt (if any).

3. In case of declining to confirm the registration for change, the State Bank shall issue a document which states clearly the reason thereof.

Article 13. Application file for registration for change of guaranteed debt collection

In case of arising any change in any detail relating to the collection of guaranteed debt as mentioned in the written confirmation of the State Bank for the registration for collection of guaranteed debt, the guarantor or guarantor’s representative shall be responsible to register for the change of guaranteed debt collection in accordance with provisions in Article 14 of this Circular. An application file for registration for change of guaranteed debt collection shall consist of:

1. An application for registration for change of guaranteed debt collection (as per Appendix 04 enclosed with this Circular).

2. Copies and Vietnamese translations of concluded agreement on change of guarantee commitment, guarantee agreement (with confirmation of the Guarantor or Guarantor’s representative for the accuracy of the copies and translations) where the changed details need agreement between the parties.

3. A copy (with confirmation of the Guarantor) of the written approval of the Prime Minister for the changed details relating to the guarantee to non-resident of the economic organization (for the case where the guarantee amount of the economic organization is increased or term of the guarantee or co-guarantee is extended or where the Guarantor is changed).

4. A written confirmation of the credit institution which supplies account service on the performance of guarantee obligation, debt collection as of the time of applying for confirmation of registration for change (for the case where registration is for change in the schedule of debt collection).

5. A document made by the Guarantor that clearly explains the change of the guaranteed debt collection (for the case where the components of application file as prescribed in Clause 2 and Clause 3 of this Article are unavailable).

Article 14. Sequence of procedure of registering for change of guaranteed debt collection

1. Within a period of thirty (30) days since the signing of the agreement on change of guaranteed debt collection, the Guarantor or guarantor’s representative shall send, directly or via post service, one (01) set of application file as prescribed in Article 13 of this Circular to the State Bank (Foreign Exchange Control Department).

2. Within a period of fifteen (15) days since the receipt of the full and valid application file from the Guarantor or guarantor’s representative, the State Bank shall send the Guarantor or guarantor’s representative with a written confirmation for the change of the guaranteed debt collection.

3. Where the registration for change of guaranteed debt collection is rejected, the State Bank shall issue a document which clearly explains the reason thereof.

Chapter 4.

ACCOUNT FOR OFFSHORE LOAN, ACCOUNT FOR GUARANTEE TO NON-RESIDENT

Article 15. Account for offshore loan and account for guarantee of economic organizations

1. Before performing transfer transactions relating to the offshore loan, the economic organization shall open one (01) account for offshore loan at one (01) credit institution that supplies account service. Transactions relating to the offshore loan (disbursement of loan fund; collection of principal and interest debt and fees) shall be performed via such account for offshore loan.

2. Before performing transfer transactions relating to the guarantee to non-residents, the economic organization shall open (01) account for guarantee to non-residents at one (01) credit institution that supplies account service. Transactions relating to the guarantee (payment of debt on behalf of the guaranteed party, collection of debt from the guarantor, fees) shall be performed via such account for guarantee.

3. For the case where the economic organization lends to, grants guarantee to a non-resident who is an overseas company where the lender, guarantor contributes capital in the form of direct investment, the account for offshore loan, account for guarantee shall be account of offshore direct investment capital of the economic organization in accordance with current regulations on foreign exchange control applicable to offshore direct investment.

Article 16. Account for guarantee of credit institutions, foreign bank branches

Credit institutions, foreign bank branches who are guarantors for non-residents shall be responsible for monitoring the transactions relating to the performance of guarantee and guaranteed debt collection via account in compliance with current regulations on accounting applicable to credit institutions, foreign bank branches; be responsible for and in charge of transactions relating to the guarantee and collection of guaranteed debt in accordance with details of the written confirmation of the State Bank for the registration, registration for change of guaranteed debt collection of credit institutions, foreign bank branches.

Article 17. Responsibilities of credit institutions which supply account service

Upon performing the money transfers via account for offshore loan and account for guarantee of the lender and guarantor, the credit institutions which supply account service shall have responsibilities to check, reconcile the documents presented by the lender, guarantor to ensure the transactions of the account for offshore loan are correctly performed; to perform the guarantee obligation, and to collect guaranteed debt as confirmed by the State

Bank for registration, registration for change and in accordance with current laws and regulations.

Chapter 5.

REPORTING REGIME

Article 18. Reporting regime applicable to the Lenders who are economic organizations

1. On a monthly basis (on the 10^th of the following month at the latest), an annual basis (on 31st January of the following year at the latest), the Lenders who are economic organizations shall report to the State Bank (Foreign Exchange Control Department) on the situation of offshore loans (as per Appendix 05 enclosed with this Circular).

2. In unexpected cases, the Lenders who are economic organizations shall report upon request by the State Bank.

Article 19. Reporting regime applicable to the Guarantors

1. Within a period of ten (10) working days since the signing of the guarantee commitment, the Guarantors who are economic organizations shall have responsibility to report to the State Bank (Foreign Exchange Control Department) on the guarantee to non-resident as per the form in the Appendix 06 attached herewith.

2. On a monthly basis (on the 10^th of the following month at the latest), an annual basis (on 31^st January of the following year at the latest), the Guarantors who are economic organizations shall report to the State Bank (Foreign Exchange Control Department) on the collection of debts arising from the guarantee obligation performance (as per Appendix 07 enclosed with this Circular).

3. The Guarantors (or guarantor’s representative) who are credit institutions, foreign bank branches shall observe the reporting regime in accordance with current regulations on banking guarantee.

4. In unexpected cases, the Guarantors (or guarantor’s representative) who are economic organizations shall report upon request by the State Bank.

Article 20. Reporting regime applicable to the credit institutions that supply account service

1. Credit institutions that supply account service shall report on the disbursement of the offshore loans and debt collection (principal, interest); money transfer for performance of guarantee obligation and collection of guaranteed debt in accordance with regulations of the State Bank on statistic reporting regime applicable to units of the State Bank and credit institutions, foreign bank branches.

2. In unexpected cases, the credit institutions that supply account service shall report upon request by the State Bank.

Chapter 6.

INSPECTION, EXAMINATION, DEALING WITH VIOLATION

Article 21. Inspection, examination, dealing with violation

1. Upon necessity, the State Bank shall carry out the inspection, examination against the compliance with regulations on foreign exchange control in activities relating to offshore loans, guarantees, collection of guaranteed debts by the lenders, guarantors and credit institutions that supply account service in accordance with provisions of this Circular.

2. Lenders, guarantors and credit institutions that supply account service shall be responsible for supplying any documents, materials that are necessary for the inspection, examination to be timely and effectively performed.

3. In case of violating any provision of this Circular, depending on the seriousness of the violation, the lenders, guarantors and credit institutions that supply account service shall be subject to a penalty in accordance with current regulations on administrative penalty against violations in monetary and banking sector.

Chapter 7.

IMPLEMENTATION ORGANIZATION

Article 22. Implementation provisions

1. This Circular shall come into effect from 14 February 2014.

2. The offshore loans of economic organizations, guarantees to non-residents of economic organizations, credit institutions, foreign bank branches, which have been performed before the effective date of this Circular, shall be allowed to keep observing the written confirmation for registration, registration for change (if any) issued by the State Bank. For the case where there is an agreement on amendment and reports arising after the effective date of this Circular, the economic organizations, credit institutions, foreign bank branches shall observe provisions of this Circular.

Article 23. Implementation organization

Director of State Bank’s Office, Director of Foreign Exchange Control Department, Head of units of the State Bank, General Manager of State Bank branches in provinces, cities under the central Government’s management, Chairman of Board of Directors, Chairman of Board of Members, General Director (Director) of credit institutions, foreign bank branches shall, within the scope of their function, be responsible for the implementation of this Circular.

 

FOR THE GOVERNOR OF THE STATE BANK DEPUTY GOVERNOR Le Minh Hung

 

APPENDIX NO. 01

NAME OF THE LENDER -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No: ……/…… Ref: Registration for an offshore loan	Hanoi, January 24, 2014

 

APPLICATION FOR REGISTRATION OF OFFSHORE LOAN

To: State Bank of Vietnam

Pursuant to the Circular No /……/TT-NHNN dated …./ …../ ….. issued by the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents;

Pursuant to the written approval of the Prime Minister No. .... dated .../…/…

Pursuant to the Agreement on offshore loan and debt collection concluded with [Name of Borrower] dated ..../..../....

Pursuant to the Letter of Guarantee (or Guarantee Contract) dated …./ …./….. (if any)

[Name of the Lender] would like to register with the State Bank of Vietnam for the offshore loan and debt collection as follows:

PART I: INFORMATION ON INVOLVED PARTIES

I. Information on the Lender:

1. Name of the Lender:

2. Type of organization:

3. Address:

4. Telephone:                                                     Fax:

5. Full name of the legal representative (representative under law or under the Letter of Authorization):

6. Establishment Decision (or Investment License or Investment Certificate or Business Registration License...) No ……….. issued by …………… on …………..

II. INFORMATION ON THE BORROWER:

1. Name of Borrower:

2. Nationality:

3. Type of organization

4. Other related information:

- Establishment (operation) License in foreign country:

- Total investment amount under the Establishment License of the Borrower (if any):

- Overseas investment License of Vietnamese shareholder at the Borrower who is a foreign enterprise (where the Borrower is a company where the Lender contributes capital in the form of direct investment).

III. INFORMATION ON RELATED PARTIES

To state clearly name, address, type of each related party.

PART II: INFORMATION ON THE LOAN

1.	Total amount of the loan:
2.	Written approvals to the loan (please detail the written approvals to the loan in accordance with laws and regulations).
3.	Related contracts (credit contract, guarantee contract…)
4.	Purpose of the loan:
5.	Interest rate:
6.	Fees:
7.	Penalty interest:
8.	Term of the loan: (term of the loan, grace period)
9.	Disbursement schedule:
10.	Interest payment schedule:
11.	Principal payment schedule:
12.	Form of loan security:

13. Service bank:

PART III: COMMITMENTS

1/ The undersigned (legal representative of the Lender) commits to take any responsibility for the accuracy of all information provided in this Application for registration of offshore loan and enclosed documents of the Application file for offshore loan of [Name of the Lender].

2/ [Name of the Lender] hereby commits to comply with provisions of the Circular No.……./…../TT-NHNN dated …/…/… of the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non- residents; the Ordinance on foreign exchanges; and other laws and regulations of Vietnam in conformity with related international laws during the process of offshore lending and debt collection.

 

LEGAL REPRESENTATIVE OF THE LENDER (Signature, seal)

 

APPENDIX NO. 02

NAME OF THE LENDER -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No: ……/…… Ref: Registration for change of offshore loan	Hanoi, January 24, 2014

 

APPLICATION FOR REGISTRATION OF CHANGE OF OFFSHORE LOAN

To: State Bank of Vietnam

Pursuant to the Circular No /……/TT-NHNN dated …./ …../ ….. issued by the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents;

Pursuant to the written approval of the Prime Minister for the changed details No..... dated .../…/…;

Pursuant to the Agreement on offshore loan and debt collection concluded with [Name of Borrower] dated ..../..../....;

Pursuant to the Agreement on change of offshore loan and debt collection concluded with [Name of Borrower] dated ..../..../....

Pursuant to the Letter of Guarantee dated …./ …./….. (if any);

Pursuant to the Confirmation of Registration for offshore loan issued by the State Bank No.……../NHNN-QLNH dated …./…./…..;

[Name of the Lender] would like to register with the State Bank of Vietnam for the change of some details in the offshore loan and debt collection as follows:

PART I: CHANGED DETAILS

1. [Changed detailed]: Existing agreement:

New agreement: Reason for change:

2. [Changed detailed]: Existing agreement: New agreement: Reason for change:

3. …………..

PART II: REQUEST:

It is kindly requested that the State Bank of Vietnam confirms that [Name of the Lender] has already registered the change of offshore loan and debt collection at the State Bank of Vietnam.

PART III: COMMITMENTS

1/ The undersigned (legal representative of the Lender) commits to take any responsibility for the accuracy of all information provided in this Application for registration of change of offshore loan and enclosed documents of the Application file for offshore loan of [Name of the Lender].

2/ [Name of the Lender] hereby commits to comply with provisions of the Circular No. ……./…../TT-NHNN dated …/…/… of the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non- residents; the Ordinance on foreign exchanges; and other laws and regulations of Vietnam in conformity with related international laws during the process of offshore lending and debt collection.

 

LEGAL REPRESENTATIVE OF THE LENDER (Signature, seal)

 

APPENDIX NO. 3

NAME OF GUARANTOR (OR THE REPRESENTATIVE) -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No. ….…/…… Ref: Registration for collection of guaranteed debt from non-resident	Hanoi, January 24, 2014

 

APPLICATION FOR COLLECTION OF GUARANTEED DEBT

To: State Bank of Vietnam

Pursuant to the Circular No /……/TT-NHNN dated …./ …../ ….. issued by the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents;

Pursuant to the written approval of the Prime Minister No….. dated…../…./….. [applicable to the guarantee of economic organizations].

Pursuant to the Guarantee Commitment signed on …./…./…., Guarantee Issuance Agreement with [Name the guaranteed party] dated …./…./….

[Name of the Guarantor/Representative of the Guarantor in case of co-guarantee of credit institutions, foreign bank branches] would like to register with the State Bank of Vietnam for the collection of guaranteed debt as follows:

PART I: INFORMATION ON INVOLVED PARTIES

I. Information on the Guarantor (or Guarantor’s Representative for the case of co- guarantee of credit institutions, foreign bank branches):

1. Name of the Guarantor/Guarantor’s Representative:

2. Form of organization:

3. Address:

4. Telephone:                                                     Fax:

5. Full name of the legal representative (representative under law or under authorization in letter of authorization):

6. Establishment Decision (or Investment License or Investment Certificate or Business Registration license…) No……….issued by ………… on…………….

7. List of Guarantors and amount of guarantee (applicable to the co-guarantee of credit institutions, foreign bank branches): as in Table A – attached with this Application.

II. Information on the Guaranteed Party:

1. Name of the Guaranteed Party:

2. Nationality:

3. Form of organization:

4. Other related information:

- License of overseas establishment (operation):

- Total investment amount under Establishment License of Guaranteed Party (if any):

- License of overseas investment of Vietnamese shareholders at the Guaranteed Party which is a foreign enterprise (in the event that the Guaranteed Party is an enterprise where the Guarantor contributes capital in the form of direct investment).

III. Information on the guarantee beneficiary:

1. Name of the beneficiary:

2. Nationality:

3. Form of organization:

4. Other related information (if any):

IV. Information on other related parties (if any)

To state clearly name, address, form of each related party.

PART II: INFORMATION ON THE GUARANTEE

1. Purpose of guarantee:

2. The project, scheme related to the guarantee:

3. The first day of guarantee validity

4. Amount of guarantee:

(For the case of co-guarantee, to state clearly the amount of guarantee each guarantor will pay)

5. Currency of guarantee:

6. Form of security (if any):

PART III: INFORMATION ON AMOUNT OF DEBT COLLECTION

1. Guarantee limit:

2. Amount paid for guarantee:

3. Date of performance of guarantee obligation:

4. Amount of debt collection:

5. Written approvals for the guarantee (to state clearly the written approvals in accordance with laws and regulations).

6. Related agreements (Guarantee agreement, other agreements…)

7. Interest rate of the debt collection;

8. Penalty interest:

9. Time of debt collection: (loan term, grace period)

10. Schedule of debt collection:

11. Other related forms of security (if any):

12. Name of the permitted credit institution:

PART III: COMMITMENTS

1/ The undersigned (legal representative of the Guarantor/Guarantor’s representative) hereby commits to take any responsibility for the accuracy of all information provided in this Application and enclosed documents of the Application file for collection of guaranteed debt from non-residents of [Name of the Guarantor/Guarantor’s representative].

2/ [Name of the Guarantor/Guarantor’s representative] hereby commits to comply with provisions of the Circular No. ……./…../TT-NHNN dated …/…/… of the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents; the Ordinance on foreign exchanges; and other laws and regulations of Vietnam in conformity with related international laws during the process of offshore lending and debt collection.

 

LEGAL REPRESENTATIVE OF THE GUARANTOR/GUARANTOR’S REPRESENTATIVE (Signature, seal)

 

TABLE A – LIST OF GUARANTORS WHICH ARE RESIDENTS IN THE CO-GUARANTEE OF CREDIT INSTITUTION, FOREIGN BANK BRANCHES TO NON-RESIDENT

No.	Name of guarantor	Form of organization	Guarantee amount
			Amount	%
	Total

 

APPENDIX NO. 04

NAME OF THE LENDER -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No. ….…/…… Ref: Registration for change of the guaranteed debt collection from non- resident

 

APPLICATION FOR REGISTRATION OF CHANGE IN THE GUARANTEED DEBT COLLECTION FROM THE NON-RESIDENT

To: State Bank of Vietnam

Pursuant to the Circular No……./…./TT-NHNN dated …../…./…. of State Bank guiding several contents on foreign exchange management towards offshore loan and guaranteed debt collection for the non-resident.

Pursuant to the written approval No….. dated …./…./…. of Prime Minister to the changed details [applicable to the guarantee of economic organization] (if any).

Pursuant to the guarantee commitment signed on ……………

The agreement on the guarantee agreement signed with [Name of the guaranteed party] on ……………

Pursuant to the written confirmation(s) No…../NHNN-QLNH dated ……….. of the State Bank on registration for the guaranteed debt collection;

[Name of the Guarantor/Guarantor’s Representative for the case of co-guarantee of credit institution, foreign bank branches] hereby registers with the State Bank of Vietnam for the guaranteed debt collection amount as follows:

PART I: CHANGED DETAILS

1. [Changed details]:

Existing agreement:

New agreement:

Reason for change:

2. [Changed details]:

Existing agreement:

New agreement:

Reason for change: 3……….

PART II: REQUEST

It is kindly requested that the State Bank of Vietnam confirms that [Name of Guarantor/Guarantor’s Representative] has already registered the change of guaranteed debt collection at the State Bank of Vietnam.

PART III: COMMITMENTS

1/ The undersigned (legal representative of the Guarantor/Guarantor’s representative) commits to take any responsibility for the accuracy of all information provided in this Application and enclosed documents of the Application file for change in collection of guaranteed debt from non-residents of [Name of the Guarantor/Guarantor’s representative].

2/ [Name of the Guarantor/Guarantor’s representative] hereby commits to comply with provisions of the Circular No. ……./…../TT-NHNN dated …/…/… of the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents; the Ordinance on foreign exchanges; and other laws and regulations of Vietnam in conformity with related international laws during the process of offshore lending and debt collection.

 

LEGAL REPRESENTATIVE OF THE GUARANTOR/GUARANTOR’S REPRESENTATIVE (Signature, seal)

 

APPENDIX NO. 05

NAME OF LENDER

Telephone No.

REPORT ON OFFSHORE LOANS, DEBT COLLECTION

Month……../………

I/ Newly registered loans arising in the reporting month:

Unit: thousand of original currency ‘000

No.	Borrower	Loan turnover			Lending period		Loan interest rate	Confirmation by SBV
		Original currency (thousand)	Currency	Converted into thousand USD	Term (month)	Maturity (Month/year		Official Letter No.	Date
1	2	3	4	5	6	7	8	9	10
	Total			xxx

II/ Delivery of loans in the reporting quarter:

Unit: thousand of original currency ‘000

No.	Borrower	Loan turnover	Opening balance		Arising in period			Closing balance
			Opening balance	Overdue	Disbursement	Principal collection	Interest collection	Closing balance	Overdue
1	2	3	4	5	6	7	8	9	10
Loans in USD
Total loans in USD
Loans in [foreign currency]
Total loans in [foreign currency]
Total loans in [foreign currency] converted into USD
Total loans converted into USD

III/ Estimated delivery of loans in the next period (month………./……….)

No.	Borrower	Loan turnover	Currency	Estimated loans arising in next period (original currency)			Estimated loans arising in next period (converted into USD)
				Disbursement	Principal collection	Interest collection	Disbursement	Principal collection	Interest collection
1	2	3	4	5	6	7	8	9	10
	Total converted into USD						xxx	xxx	xxx

 

Drawer (signature, full name)

Controller (signature, full name)

………, dated…………… Legal representative of economic organization (signature, seal, full name)

 

INSTRUCTIONS FOR PREPARATION OF REPORT

General instructions

1. Reporting subject: The economic organizations who provide loans

2. Reporting period: At the latest on 10^th of the following month

3. Currency unit of report: thousand original currency or converted into USD

4. Exchange rate for conversion into USD: at average closing trading rate on the final working day of the Quarter of equivalent foreign currency according to Reuters

Section I: Report on registration for new loans arising in the reporting period

Column 5: converted into thousand USD at average closing trading rate on the final working day of the Quarter of equivalent foreign currency according to Reuters.

Column 6: Lending period shall be calculated according to regulation in the Loan agreement, rounded to the month unit Column 7: The last period of principal and/or interest

Column 8: Loan interest shall be stated according to the loan agreement. In the event that interest structure is selected according the complex agreement, estimated interest shall be stated at time of contract signing.

Section II: Report on delivery of the loans performed in the reporting quarter

To report by each loan, in which loans are listed in USD then in other foreign currencies, convert into USD at the end of each foreign currency, to total all the loans in the final row, and convert into USD.

Column 4: Total outstanding of offshore loans at the beginning of the reporting period (including the overdue loans)

Column 5: Outstanding of overdue offshore loans (borrower has not paid as committed) at the beginning of the reporting period.

Column 9: Same as column 4, the closing figure. Column 9 = columns (4+6-7) Column 10: Same as column 5, figure at the end of reporting period.

Section III: Report on estimated delivery of loans in the next period

To report by each loan, in which loans are listed in USD then in other foreign currencies, convert into USD at the end of each foreign currency, to total all the loans in the final row, and convert into USD.

The amount is converted into USD at the exchange rate as regulated in Item 4 of the General instructions.

 

APPENDIX NO. 05

NAME OF LENDER

Telephone No.

REPORT ON OFFSHORE LOANS, DEBT COLLECTION

YEAR ………

I/ Situation of conclusion of the offshore loans in the reporting year:

To report in words by the norms: classification of currency, borrowing nation, investment area Difficulties and advantages in conclusion of the offshore loans

II/ Delivery of loans in the reporting year:

Unit: thousand of original currency

No.	Loans classified in foreign currency	Loan turnover	Opening period		Arising in period			Closing period
			Opening balance	Overdue	Disbursement	Principal debt collection	Interest debt collection	Closing balance	Overdue
1	2	3	4	5	6	7	8	9	10
	Loans in USD
	Loans in JPY
	Loans in EUR
	Loans in …..
Total converted into USD

* Note: To totally report in every currency, but not report each loan in detail Difficulties and advantages in delivery of offshore loans, debt collection

To explain the reason for overdue debt, actions already taken to minimize overdue debts

III/ Recommendation (if any):

 

……….., dated ………………………… Legal representative of the economic organization (Signature, seal, full name)

 

APPENDIX NO. 06

NAME OF THE ECONOMIC ORGANIZATION -------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No: …./…… Ref: Report on guarantees	Hanoi, January 24, 2014

 

REPORT ON GUARANTEES TO NON-RESIDENTS

To: State Bank of Vietnam (Foreign Exchange Control Department)

Pursuant to the Circular No /……/TT-NHNN dated …./ …../ 2013 issued by the State Bank on guiding some details relating to foreign exchange control against offshore loans and collection of guaranteed debts from non-residents;

Pursuant to the written approval of the Prime Minister No….. dated…../…./….. [applicable to the Guarantors who are economic organizations].

Pursuant to the Guarantee Commitment signed on …./…./…., the Guarantee Agreement signed with [Name the guaranteed party] dated …./…./….

[Name of the Guarantor/Guarantor’s Representative in case of co-guarantee of credit institutions, foreign bank branches] would like to register with the State Bank of Vietnam for the collection of guaranteed debt as follows:

PART I: INFORMATION ON INVOLVED PARTIES

I. Information on the Guarantor (or Guarantor’s Representative for the case of co- guarantee of credit institutions, foreign bank branches):

1. Name of guarantor:

2. Type of organization:

3. Address:

4. Telephone:                                                     Fax:

5. Full name of the authorized representative:

6. Establishment Decision (or Investment License or Investment Certificate or Business Registration License or Corporate Certificate…) No……….issued by ………… on…………….

7. List of Guarantors and amount of guarantee (applicable to the co-guarantee of credit institutions, foreign bank branches): as in Table A – attached with this Application.

II. Information on the guaranteed party:

1. Name of the guaranteed party:

2. Nationality:

3. Type of organization:

4. Other related information:

- License of overseas establishment (operation):

- Total investment under Establishment License of the Guaranteed Party (if any):

- License of overseas investment of Vietnamese shareholders at the Guaranteed Party which is a foreign enterprise (in the event that the Guaranteed Party is an enterprise where the Guarantor contributes capital in the form of direct investment).

III. Information on the guarantee beneficiary:

1. Name of the guarantee beneficiary:

2. Nationality:

3. Type of organization:

4. Other related information (if any):

IV. Information on other related parties (if any) State name, address, form of each related party

PART II: INFORMATION ON GUARANTEE

1. Purpose of guarantee:

2. The project, scheme related to the guarantee:

3. The effective date of guarantee

4. Amount of guarantee:

(For the case of co-guarantee, to state clearly amount of guarantee each guarantor will pay)

5. Guarantee currency:

6. Date where guarantee becomes effective or expire:

7. Form of security (if any):

 

LEGAL REPRESENTATIVE OF THE GUARANTOR/GUARANTOR’S REPRESENTATIVE (Signature, seal)

 

APPENDIX NO. 07

NAME OF ECONOMIC ORGANIZATION

Telephone No.

REPORT ON GUARANTEE, COLLECTION OF GUARANTEED DEBT FROM NON-RESIDENTS
YEAR ………

I/ Situation of conclusion of guarantees to non-residents in the reporting year:

To report in words by the norms: classification of currency, borrowing nation, investment area Difficulties and advantages in conclusion of the offshore loans

II/ Delivery of guarantees, collection of guaranteed debts in the reporting year:

Unit: thousand of original currency

No.	Guarantees classified in foreign currency	Guarantee limit	Opening period		Arising in period			Closing period
			Opening balance	Overdue	Amount to be paid for guarantee	Collection of guaranteed debt (principal)	Collection of debt (principal)	Closing balance	Overdue
1	2	3	4	5	6	7	8	9	10
	Loans in USD
	Loans in JPY
	Loans in EUR
	Loans in …..
Total converted into USD

* Note: To totally report in every currency, but not report each loan in detail

Difficulties and advantages in delivery of offshore loans, debt collection

To explain the reasons for overdue debt, actions already taken to minimize overdue debts

III/ Recommendation (if any):

 

……….., dated ………………………… Legal representative of the economic organization (Signature, seal, full name)

 

APPENDIX NO. 07

NAME OF GUARANTOR

Telephone No.

REPORT ON DEBT COLLECTION ARISING FROM THE PERFORMANCE OF GUARANTEE OBLIGATION

Month……../………

I/ Collected of guaranteed debts arising in the reporting month:

Unit: thousand of original currency ‘000

No.	Guaranteed party	Guarantee limit			Amount of guarantee paid	Time to perform guarantee	Debts to be collected	Interest rate of debt collection	Confirmation of SBV
		Original currency (thousand)	Currency	Converted into USD					Official Letter No.	Date
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)
	Total			xxx

II/ Collection of debts in the reporting month:

Unit: thousand of original currency ‘000

No.	Guaranteed party	Total debt amounts to be collected	Opening balance		Arising in period			Closing balance
			Opening balance	Overdue	Amount of guarantee arising	Collection of guaranteed debt (principal)	Collection of guaranteed debt (principal)	Closing balance	Overdue
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)
Guarantees in USD
	- Organization A
	- Organization B
Guarantees in USD
Guarantees in [foreign currency]
Total guarantees in [foreign currency]
Total guarantees in [foreign currency] converted into USD
Total guarantees converted into USD

III/ Estimated performance of guarantees, collection of guaranteed debts in the next period (month………./……….)

No.	Guaranteed party	Guarantee limit	Currency	Estimated guarantees arising in next period (original currency)			Estimated guarantees arising in next period (converted into USD)
				Amount of guarantee to be paid	Collection of guaranteed debt (principal)	Collection of guaranteed debt (principal)	Amount of guarantee to be paid	Collection of guaranteed debt (principal)	Collection of guaranteed debt (principal)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)
	Total converted into USD						xxx	xxx	xxx

 

Drawer (Signature, full name)

Controller (Signature, full name)

………, dated…………… Legal representative of the economic organization (signature, seal, full name)

 

INSTRUCTIONS FOR PREPARATION OF REPORT

General instructions

1. Reporting subject: The economic organizations that have to transfer money overseas to perform their guarantee obligations to non- residents

2. Reporting period: At the latest on the 10^th of the following month

3. Currency unit of report: thousand original currency or converted into USD

4. Exchange rate for conversion into USD: at average closing buying/selling rate on the final working day of the Quarter of equivalent foreign currency according to Reuters

Section I: Report on registration for new loans arising in the reporting period

Column 5: converted into thousand USD at average closing trading rate on the final working day of the Quarter of equivalent foreign currency according to Reuters.

Column 6: Amount transferred overseas by the economic organization to perform the guarantee obligation Column 7: Date of transferring money overseas for performing the guarantee obligation

Column 8: Loan interest applicable to the debt to be collected from the non-resident guaranteed party

Section II: Report on the collection of debts in the reporting month

To report by each debt collection arising from the performance of guarantee obligation (by each guarantee agreement), in which debt collections are listed in USD then in other foreign currencies, convert into USD at the end of each foreign currency, to total all the collections of guaranteed debts in the final row, and convert into USD.

Column 4: Total balance of guaranteed debt collection (including the overdue loans), which is the difference between the amount paid by the economic organization for performance of guarantee obligation and the amount received from the non-resident guaranteed party at the time of reporting.

Column 5: Balance of overdue guaranteed debt collection (the guaranteed party has not paid as committed) at the beginning of the reporting period.

Column 9: Same as column 4, the closing figure. Column 9 = columns (4+6-7) Column 10: Same as column 5, figure at the end of reporting period.

Section III: Report on estimated performance of guarantee, collection of guaranteed debts in the next period

To report by each guarantee, guaranteed debt collection, in which guarantees (by each guarantee agreement) are listed in USD then in other foreign currencies, convert into USD at the end of each foreign currency, to total all the guarantees, guaranteed debt collections in the final row, and convert into USD.

The amount is converted into USD at the exchange rate as regulated in Item 4 of the General instructions.