Circular 19/2011/tt-Nhnn: Forex Management Guidelines For The Issuance Of International Bonds Of The Business Not Government Guarantees

Original Language Title: Thông tư 19/2011/TT-NHNN: Hướng dẫn về quản lý ngoại hối đối với việc phát hành trái phiếu quốc tế của doanh nghiệp không được Chính phủ bảo lãnh

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Pursuant to the law the State Bank of Vietnam the number 46/2010/QH12 16 June 2010;

Pursuant to the law on credit institutions the number 47/2010/QH12 16 June 2010;

Foreign Exchange Ordinance base of 28/2005/PL-UBTVQH11 on December 13, 2005;

Pursuant to Decree No. 133/2005/ND-CP dated 11 November 2005 the Government enacted regulations of borrowing and repayment of foreign countries;

Pursuant to Decree No. 160/2006/ND-CP on December 28, 2006 detailing the Government's enforcement of the Ordinance on foreign exchange;

Pursuant to Decree No. 53/2009/ND-CP DATED April 6, 2009 by the Government on international bonds;

Pursuant to Decree No. 96/2008/ND-CP on August 26, 2008 Government's functions, tasks, powers and structure of the State Bank of Vietnam;

The base directive no. 1568/CT-TTg dated 19 August 2010 by the Prime Minister on the implementation of the conclusions of 78-KL/TW on July 26, 2010 of the Politburo;

The State Bank of Vietnam (hereinafter the "Bank") guidelines on Foreign Exchange Management for the foreign loans of enterprises through to international bonds not guaranteed by the Government as follows: chapter I GENERAL PROVISIONS article 1. Scope and objects 1. This circular regulations on Foreign Exchange Management with regard to the implementation of foreign loans of enterprises through to international bonds not received government bail out the international financial market.

2. application of the circular object is the Organization, individuals related to the issuance of international bonds not received government bail out the international financial market.

Article 2. Explanation of terms In this circular, the terms below are interpreted as follows: 1. Credit institutions are allowed to be credit institutions, branches of foreign banks in Vietnam are foreign exchange operations and foreign exchange services in accordance with the law of Vietnam.

2. Commercial Bank is the State enterprise is a commercial bank established and functioning according to the law on credit institutions, because the State owns over 50% of the Charter capital.

3. Account release is high, long-term loans abroad in the form of international bonds of enterprises are not Government guaranteed.

4. Confirm the release limit is the text of the State Bank to confirm the value of international bonds issued by enterprises located in the total borrowing limit, the country's foreign trade was approved by the Prime Minister.

5. Sign the release is the enterprises registered with the State Bank of foreign loans through the international bond issuance.

6. confirmation of registration account is released the text of the State Bank to confirm the business has made register account released under the provisions of this circular.

7. Confirm the change registration account is released the text of the State Bank of validated business has made the change registration account released when there is a change to the content of the State Bank has been confirmed in writing to confirm registration.

8. loan account and pay foreign debt is foreign currency account opening business in one (1) credit institutions are permitted in Vietnam to make foreign loans through the international bond issuance.

9. the representative of the lender is held to represent the foreign owners left on the obligations, rights and responsibility of content related to bonds issued by enterprises. Depending on the structure of the release, the representative identified business lender (if any) and registration with the State Bank in the account registration records release.

Article 3. The responsibility of the business to international bonds 1. Compliance with the rules on the conditions of release, release scheme, the construction process of the authority approving the release scheme, issuers and implemented the contents related to the issuance of bonds under the provisions of the Government about the release of bonds.

2. Responsibility for the effective use of resources from the release for your purposes in the project of the international bonds has been approved under the provisions of the law. Businesses have the responsibility to comply with the provisions of the law on securities, foreign exchange management, the provisions of current legislation and consistent with international law when done for international bonds.

3. open and use of loan account and pay the 1st foreign debt at 1 credit institutions are allowed to make foreign loans through the international bond issuance. Only business was the exit from international bond issuance to use for these purposes has been approved in the project's release after the State Bank to confirm registration.

4. where the implementation of the conversion of bonds into shares, the business is in compliance with the provisions of current legislation about convertible bonds; ensure rules on holding ratio of foreign investors, the rules on reporting, disclosure of information and the provisions of the relevant legislation; index calculated on the amount payable to the left home after the transition; commitment to accuracy in comparison with registered account records were released by the State Bank of confirmation register and the relevant provisions of the conversion of bonds into shares to credit institutions are allowed to know and make the bond payment transfers.

Article 4. The right to buy foreign currency for international bond payment business is the right to buy foreign currency at credit institutions are allowed to pay the original debt, the interest rate of the bonds and fees related to the account released on the basis of the present text, documents proving the payment demand under the provisions of the credit institutions are allowed to match the current regulations on Foreign Exchange Management Forex.

Article 5. The project of the international bonds of commercial banks is the State Enterprise bonds scheme of international commercial bank is the State enterprise must be approved by the State Bank. The recommended procedure for record, the Bank approved the project of the international bonds of commercial banks is the State enterprise is done according to the instructions of the Bank on the loan, the Central Bank's foreign long-term commercial State enterprises.

Chapter II CONFIRM RELEASE LIMITS for INTERNATIONAL BONDS article 6. The recommended time to confirm release limits 1. State Enterprise economic Corporation, the Corporation must state the opinion of The management of the industry before the proposal confirmed the release limit of international bonds.

2. Commercial Bank is State enterprises must be State Bank approved the project of the international bonds before the proposal confirmed the release limit of international bonds.

3. Enterprises not subject referred to in paragraph 1, paragraph 2 this made recommendations confirm release limits after bonds scheme was the General Assembly of shareholders, the Board of Trustees, Board member or owner of business capital for approval under the provisions of the law.

Article 7. Recommended records confirm release limits 1. For commercial bank is State-owned, records suggest that confirmed norms include: a) petition to confirm release limits for international bonds (according to Appendix 1 attached to this circular);

b) reports on compliance with the current rules on the ratio of safety in the operation of credit institutions at the time of the confirmation limit proposal.

2. For business is not a commercial bank is State-owned, records suggest that confirmed norms include: a) petition to confirm release limits for international bonds (according to Appendix 1 attached to this circular);

b) legal business profile: copies are attested from the original business license or business registration certificate or certificate of investment under the provisions of the law and copies of amendments (if any);

c) copies of the Charter;

d) a copy of the project of international bond release has been approved by the authority;

DD) a copy of the decision approving the project of international bonds of the general shareholders meeting, the Board, the Board members or the owner of the business capital in accordance with the law;

e) copies are attested from the original text agreed by the Ministry of industry management of the project of international bonds of enterprises (for SOE's economic Corporation, the State Corporation);

g) copies are attested from the original text by the approval authority according to the current provisions of the law for investment projects or investment plan or business plan of the business will implement by issuing international bonds;

h) report on its compliance with current regulations on the ratio of safety in the operation of credit institutions at the time of the confirmation limit proposals (apply for business credit organizations).

Article 8. The time taken to confirm release limits businesses send direct or by post to the State Bank 1 record as defined in article 7 of this circular. Within a maximum of 15 working days from receipt of complete and valid dossiers of the business, the State Bank, in coordination with the Ministry of Finance made the confirmed release limit of business international bond issuance. The case refused to confirm release limits, the State Bank have text stating the reason.

Chapter III REGISTRATION of ACCOUNT ISSUED article 9. Registered account records to release 1. The application account is the international bonds (according to Appendix 2 attached to this circular).

2. A copy of the evaluation report of the Ministry of finance for the project of international bonds of enterprises (for State enterprises).

3. Copy attested from original text approved by the Prime Minister for the project of the international bonds (for State enterprises).

4. A copy of foreign and Vietnamese translations for: a) the underwriting contract or contract of purchase and sale of bonds;


b) contract rules of the organization is to represent the lender (if any);

c) The dealer agreement: financial agent and payment agent, transfer agent, trustee;

d) consulting contract.

5. Copies of foreign and Vietnamese translations of the contract or other agreement (if any) that business with foreign parties bound by the obligation to pay the fees related to the release of the business account.

Article 10. Account registration process to release 1. After choosing the underwriting institutions, agents and legal advice, business or directly send by post to the State Bank 1 record as defined in article 9 of this circular to registered account released.

For the material specified in paragraph 1, clause 4 and Clause 5 article 9 of this circular, the enterprise submitted the final draft was detailing the conditions of the relevant bonds.

2. within 10 working days from the date of receipt of the full application of the business under paragraph 1 of this Article, the case should clarify, add or edit the content concerned, the State Bank announced to complete business registration account records release.

3. When making the release, complete business registration account records released the bonds with the following documents: a Single registered account) released with the full information about loans;

b) copy foreign and Vietnamese translations (of business) of the documents specified in clause 4 and Clause 5 article 9 of this circular.

Article 11. Account registration confirmation time of release 1. State Bank review confirms registration of international bonds issued account during 2 working days from the date of the application with the following cases: a) The contract, the agreement signed with the appropriate official draft was last sent State Bank under the provisions of article 10 paragraph 1 of this circular.

b) contracts, agreements signed with other content with the final draft sent State Bank under the provisions of article 10 paragraph 1 of this circular, the content of the contract, the agreement official signing is still guaranteed not contrary to the provisions of the law of Vietnam. In this case, the business needs to have text to clearly report the related content to send State Bank.

2. The case does not meet the provisions of Paragraph 1 of this article, within 2 working days from the date of receipt, the State Bank reported to the additional business, registered account profile.

Article 12. Stars send registration confirmation text released by the State Bank account, why send a confirmation text register account released by the business for the Finance Ministry to coordinate monitoring and active management of the loan, the repayment of the business through international bond issuance.

Chapter IV CHANGE REGISTRATION ACCOUNT RELEASED article 13. Change registration account released case arises change compared to the content outlined in the registration confirmation text account, businesses have the responsibility to register the change with the State Bank during 30 days from the date of signing the agreement or contract changes and before making content changes.

Article 14. Change registration account records to release 1. Sign-changing account of the international bonds (according to Appendix 3 attached to this circular);

2. A copy of foreign and Vietnamese translations (of business) the agreement or contract change was signed;

3. Comments approval of authority approved the project of the international bonds of the business if the content changes not yet agreed in writing of approval authority for the project of international bonds issued by enterprises.

Article 15. Registration validation time change account released 1. Businesses send direct or by post to the State Bank 1 record as defined in article 14 of this circular. Within a maximum of 15 working days from the date of the change of registration records complete and valid, State Bank have written consent or refuse registration confirmation the account changes. The case of rejection, the State Bank have text stating the reason.

2. where necessary to have enough basis to confirm or deny the registration confirmation to change the release clause, the State Bank announced for business know within 10 working days from receipt of the business.

Chapter V RESPONSIBILITIES of CREDIT INSTITUTIONS are ALLOWED to article 16. The liability of the credit institution are allowed 1. Open the loan account and pay foreign debt for the business of international bonds.

2. Do get money selling bonds; money transfer payment issued bonds and money transfer payment of principal, interest on bonds of enterprises on the basis of the text of the State Bank to confirm registration, register the change account released (if any), the contract or agreement signed with business stakeholders to issue international bonds by enterprises to produce.

3. Perform the test, collated the relevant documents, ensure the correct implementation of the transactions of the account issued to registered, register the change with State Bank and in accordance with the provisions of the law.

4. Statistics of transactions to withdraw capital repayment arising, and the balance of the loan through the bonds of international business, made the State Bank report under the provisions of this circular.

5. Guide the enterprises to comply the current rules on borrowing, foreign debt, foreign exchange manager for the foreign loans through the international bond issuance, promptly report the State Bank in case of detecting signs of violation of the provisions of the relevant laws.

Chapter VI REPORTING REQUIREMENTS, INSPECTION, HANDLING of VIOLATING article 17. Report mode for business 1. Shortly after the end of the release and receipt of money selling bonds, business competent authority report approved the release, State Bank of India, State Bank of India branch of the province, the city where the enterprise has its headquarters and the Ministry of finance about the results of the release.

2. Quarterly, annual, corporate responsibility report State Bank branch in the city, where the enterprises are located, the stars sent the Bank the implementation clause in international bonds (according annex 4 attached to this circular). The time limit for reporting as follows: a) to report on the latest quarterly: 10 of the first month in the next quarter;

b) for reporting year: at the latest on 31 January of the following year.

3. in case of sudden, corporate international bonds made reports at the request of the State Bank.

Article 18. The reporting regime for credit institutions are permitted 1. Monthly, annual, credit institutions are allowed to have the responsibility of reporting the State Bank the implementation clause for international bonds of enterprises by activity on account of the loan and pay foreign debt that businesses reopen credit institutions (according to annex 5 attached to this circular). The time limit for reporting as follows: a) for report: the latest on May 10 of the next month;

b) for reporting year: at the latest on 31 January of the following year.

2. in case of sudden, credit institutions are allowed to make a report as required by the State Bank.

Article 19. Inspection, violation processing 1. When necessary, the State Bank and other relevant agencies to conduct the work of checking the implementation of loans through the international bond issuance of enterprise, the open and implement situation of loan account and pay the foreign debt of the credit organization be permitted as prescribed in this circular. Enterprises, credit institutions are allowed to be checked are responsible for providing the necessary documents, text for the inspection is done timely, effective.

2. Case of violation of the provisions of this circular, depending on the extent of infringement, business, credit institutions are allowed to be sanctioned under the current regulations on sanctioning administrative violations in the field of money and banking activities.

Chapter VII IMPLEMENTATION article 20. Terms of implementation 1. This circular has effect from January 15, 2011.

2. The issue of international business was the State Bank to confirm registration before this circular effect is continuing to follow the registration certificate of the State Bank. With respect to the transactions arising after the date of this circular in force regarding the terms released were State Bank of validated business register, follow the provisions of this circular.

Article 21. Implementation 1. Chief, Chief Inspector, bank supervision, heads of units of the State Bank, Director of the State Bank of India branch of the province, central cities, Chairman of the Board, General Director (Director) credit institutions within the scope of his functions is responsible for organizing the implementation of this circular.

2. The ministries, business administration according to function, their duties coordinating the direction make this circular. Enterprises, related organizations responsible for implementation of this circular.

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