Consolidated document 03/VBHN-NHNN on foreign exchange management for foreign borrowing and debt repayment by enterprises.

CIRCULARS

GUIDELINES ON SOME ASPECTS OF FOREIGN EXCHANGE MANAGEMENT FOR ENTERPRISES' FOREIGN LOANS AND DEBT REPAYMENT

Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam, guiding some aspects of foreign exchange management for foreign borrowing and debt repayment by enterprises, effective from April 15, 2016, is amended and supplemented by:

Circular No. 05/2016/TT-NHNN dated April 15, 2016, issued by the Governor of the State Bank of Vietnam, amends and supplements several articles of Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam, guiding some aspects of foreign exchange management for foreign borrowing and debt repayment by enterprises, effective from April 15, 2016.

Circular No. 05/2017/TT-NHNN dated June 30, 2017, issued by the Governor of the State Bank of Vietnam, amends and supplements several articles of Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam, guiding some aspects of foreign exchange management for foreign borrowing and debt repayment by enterprises, effective from August 15, 2017.

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

Based on the Law on Credit Institutions No. 47/2010/QH12 dated June 16, 2010;

Based on the Foreign Exchange Ordinance No. 28/2005/PL-UBTVQH11 of the Standing Committee of the National Assembly dated December 13, 2005, and Ordinance No. 06/2013/PL-UBTVQH13 dated March 18, 2013, amending and supplementing a number of articles of the Foreign Exchange Ordinance;

Based on Decree No. 156/2013/ND-CP dated February 11, 2013 of the Government stipulating the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

Based on Government Decree No. 219/2013/ND-CP dated December 26, 2013, on the management of foreign borrowing and debt repayment by enterprises not guaranteed by the Government;

As requested by the Director of the Foreign Exchange Management Department;

The Governor of the State Bank of Vietnam issued a Circular guiding certain aspects of foreign exchange management regarding foreign borrowing and debt repayment by enterprises.[1]^,[2]_.

Chapter I

GENERAL RULES

Article 1. Scope

1. This circular stipulates the following:

a) Procedures for registering and amending foreign loans of enterprises not guaranteed by the Government;

b) Opening and using foreign loan and debt repayment accounts at authorized credit institutions in Vietnam;

c) Withdrawal of funds, repayment of debts, and other transfers of funds related to the implementation of foreign loans;

d) Managing foreign exchange for transactions related to guarantees of foreign loans;

d) The provision, use, and management of information on the website for managing foreign loans and debt repayments not guaranteed by the Government (hereinafter referred to as the Website);

e) Statistical reporting regime on foreign borrowing and debt repayment activities of enterprises not guaranteed by the Government.

2.[3] The registration, registration of changes, and reporting regime for foreign loans in the form of international bond issuance by enterprises not guaranteed by the Government shall be carried out according to separate regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank).

3. The registration, registration of changes, and reporting requirements for foreign loans (including foreign loans in the form of international bond issuance by enterprises) guaranteed by the Government shall be implemented according to separate regulations of the State Bank of Vietnam.

4. The opening and use of foreign currency accounts abroad for the purpose of obtaining foreign loans shall be governed by separate regulations of the State Bank of Vietnam.

5. The purchase of debt instruments issued by residents in Vietnam by non-residents shall be carried out in accordance with the provisions of current law on foreign indirect investment in Vietnam.

Article 2. Subject of application

1. Resident entities that are businesses, cooperatives, cooperative unions, credit institutions, and branches of foreign banks established and operating in Vietnam are considered foreign borrowers (hereinafter referred to as the Borrowers).

2. Credit institutions and branches of foreign banks providing account services related to foreign borrowing and debt repayment, and guarantees for foreign loans in Vietnam.

3. Organizations and individuals acting as guarantors for foreign loans of the borrower.

4. Credit institutions and branches of foreign banks that receive entrusted loans from non-resident lenders.

5. Organizations and individuals involved in the borrower's foreign borrowing activities.

6. Individuals and units under the State Bank of Vietnam are responsible for managing and utilizing information on the website.

Article 3. Explain words

In this Circular, the terms below are construed as follows:

1. Foreign loans is a general term referring to foreign loans not guaranteed by the Government (hereinafter referred to as self-borrowed and self-repaid loans) and foreign loans guaranteed by the Government in any form of foreign borrowing through loan agreements, deferred payment import contracts, loan entrustment contracts, financial lease contracts, or issuance of debt instruments on the international market by the Borrower.

2. The bank providing account services is a commercial bank or a branch of a foreign bank operating in Vietnam where the borrower or guarantor of a foreign loan opens a payment account to withdraw funds, repay foreign loans, and conduct other money transfer transactions related to foreign borrowing, repayment, and guaranteeing foreign loans; or a commercial bank or branch of a foreign bank where a foreign investor opens a payment account to transfer funds for the investment preparation phase.

3. Foreign financial leasing is the process by which a resident receives medium-term or long-term credit based on a financial lease contract with a non-resident lessor, provided that the contract meets one of the conditions stipulated in Article 113 of the Law on Credit Institutions No. 47/2010/QH12 dated June 16, 2010.

4. Debt instruments include promissory notes, bills of exchange, and bonds issued by the borrower outside the territory of Vietnam to non-residents.

5. A foreign loan denominated in Vietnamese Dong is a foreign loan disbursed in Vietnamese Dong or a loan obligation defined in Vietnamese Dong.

Article 4. Principles for managing foreign loans in the form of deferred payment for imported goods.

1. Self-financed loans in the form of deferred payment for imported goods are not subject to registration or registration of changes to foreign loans as stipulated in Chapter III of this Circular.

2. The opening and use of foreign loan accounts, repayment of foreign debts, transfer of funds for repayment of foreign loans, and reporting on the implementation of foreign loans in the form of deferred payment for imported goods shall be carried out in accordance with the provisions of this Circular and other relevant laws.

3.[4] A foreign loan in the form of deferred payment for goods imports is a goods import where the first disbursement date is before the last payment date.

4.[5] The date of disbursement of foreign loans in the form of deferred payment for imported goods is:

a) The ninetieth day from the date of issuance of the transport document in cases where the bank providing the account service requires the payment documents to include a transport document;

b) The forty-fifth day from the date of completion of the inspection recorded on the customs declaration that has been cleared, in cases where the bank providing the account service does not require the payment documents to include transport documents.

5.[6] The final payment date is determined as:

a) The final payment date of the payment term as stipulated in the contract;

b) The actual final payment date in case of non-performance of the contract or if the contract does not specify a payment deadline.

6.[7] The term of a foreign loan in the form of deferred payment for imported goods is the term determined from the date of the first disbursement to the date of the final payment.

Article 5. Principles for selecting the form of information declaration, registration of changes to loan amounts, and reporting on the implementation status of self-borrowed and self-repaid loans.

1. Borrowers may choose to declare registration information, register changes to the loan, and report on the status of self-borrowed and self-repaid loans using one of the following methods:

a) The form of using the website, referred to as the online form;

b) The form that does not use a website is called the traditional form.

2. The borrower may change their choice from a traditional method to an online method. Once they have changed from a traditional method to an online method, the borrower may not change back to a traditional method.

3. The State Bank of Vietnam encourages borrowers to choose online methods.

Chapter II

WEBSITE

Article 6. Website

1. The State Bank of Vietnam manages data on foreign borrowing and debt repayment activities of enterprises not guaranteed by the Government through a website accessible at www.sbv.gov.vn or www.qlnh-sbv.cic.org.vn.

2. The use of the website to declare registration information, register changes to loan accounts, and report on the implementation status of self-borrowed and self-repaid loans shall be carried out in accordance with the regulations in this Circular and the User Guide posted on the website.

3. Borrowers who choose the online option shall register for an access account in accordance with the provisions of Article 8 of this Circular.

Article 7. Handling of technical errors when using the Website

1. In the event of a technical error on the website (not caused by the borrower), the borrower shall temporarily use traditional methods to submit registration information, register changes to foreign loans, and report on the status of foreign loan implementation until the problem is resolved. After the problem is resolved, the State Bank of Vietnam branch in the province or city, or the State Bank of Vietnam (Foreign Exchange Management Department), within its authority, shall be responsible for updating the relevant information on the website based on the Loan Application Form, Loan Change Application Form, and written report from the borrower, similar to the case where the borrower uses traditional methods.

2. In the event that the Borrower encounters a technical error (due to the Borrower's fault), the Borrower shall be responsible for:

a) Actively and promptly seek solutions to fix errors or proactively coordinate with the technical department in charge of the State Bank of Vietnam's website to find solutions to fix errors;

b) Temporarily use traditional methods for registering and registering changes to loans, reporting on the implementation status of self-borrowed and self-repaid foreign loans, and simultaneously submit a written report to the State Bank of Vietnam regarding this technical issue;

c) Update the registered loan information, registration changes, and reports on the status of self-borrowed and self-repaid loans on the website immediately after the issue is resolved.

3. After the technical errors are rectified as stipulated in Clauses 1 and 2 of this Article, the Borrower who chooses the online option may continue to use the Website to carry out the contents related to the foreign loan as prescribed in this Circular.

Article 8. Access Accounts

1. The access account consists of the username and password provided to the user to access the website, including:

a) The borrower chooses the online option;

b) Individuals belonging to the Foreign Exchange Management Department and the State Bank of Vietnam's provincial/city branches involved in managing foreign borrowing and debt repayment activities are not guaranteed by the Government;

c) Units under the State Bank of Vietnam authorized to access data on foreign borrowing and debt repayment not guaranteed by the Government.

2. Once granted an access account, users shall declare information, submit reports, manage and use information on the Website in accordance with the regulations in this Circular through their access account.

3. Register and grant access accounts to borrowers with outstanding foreign loans:

a) Users fill in the information on the electronic application form requesting access according to the instructions on the website, print the form from the website, sign and stamp it;

b) Users shall submit the declaration form specified in point a of this clause by mail or submit it directly to the competent authority specified in point a of clause 6 of this Article;

c) Within 03 (three) working days from the date of receiving the user's application for access account with complete and valid information, the competent authority as prescribed in point a, clause 6 of this Article shall review and grant the access account via the email address that the user has registered. In case of refusal to grant the access account, an online response stating the reason must be provided.

4. Register and grant access accounts to borrowers who do not have outstanding foreign loans but have registered or registered changes to foreign loans with the State Bank of Vietnam:

a) The request for access account is made simultaneously with the declaration of loan information in the Loan Application Form or Loan Amendment Application Form to the State Bank of Vietnam on the website as prescribed in point a, clause 1, Article 13 and point a, clause 1, Article 16 of this Circular;

b) The granting of access accounts to the Borrower shall be carried out simultaneously with the confirmation of registration and confirmation of registration changes for the foreign loan to the Borrower. On the date the foreign loan is confirmed as registered, the competent authority as stipulated in Clause 6 of this Article shall approve and grant access accounts via the email address that the Borrower registered in the Application Form or the Application for Changes to the Foreign Loan.

5. Register to change your access account information:

a) The borrower must register changes to their access account information when changes occur, such as: Borrower's name, type of business, address, tax identification number, contact phone number, and email address;

b) Implementation process:

(i) The borrower fills out the electronic application form requesting a change to their access account information according to the instructions on the website;

(ii) Within 03 (three) working days from the date of receipt of the electronic declaration requesting changes to access account information, the competent authority as prescribed in Clause 6 of this Article shall approve the content of the changes to the access account via the email address registered by the user. In case of refusal, an online reply stating the reasons must be provided.

6. Authority to grant and manage access accounts:

a) The State Bank of Vietnam branch in the province or centrally-administered city where the Borrower has its head office (hereinafter referred to as the Branch) shall issue and manage access accounts for the following entities:

(i) The borrower has outstanding foreign loans;

(ii) The borrower does not have outstanding foreign loans but has registered or registered changes to foreign loans that are subject to registration or registration changes with the Branch as prescribed in this Circular;

b) The Foreign Exchange Management Department – ​​State Bank of Vietnam grants and manages access accounts for the following entities:

(i) Individuals and entities specified in points b and c of Clause 1 of this Article;

(ii) The borrower does not have outstanding foreign loans but has registered or registered changes to foreign loans that are subject to registration or registration changes with the State Bank of Vietnam (Foreign Exchange Management Department) as stipulated in this Circular.

Chapter III

PROCEDURES FOR REGISTERING AND AMENDING FOREIGN LOANS FOR ENTERPRISES NOT GUARANTEED BY THE GOVERNMENT

Section 1. LOAN APPLICATION

Article 9. Loans must be registered.

Loans that are subject to registration with the State Bank of Vietnam include:

1. Medium and long-term foreign loans.

2. Short-term loans that are extended where the total loan term is more than 01 (one) year.

3. Short-term loans without extension contracts but with outstanding principal at the time of one (01) year from the date of the first disbursement, except in the case where the Borrower completes repayment of the loan within 10 (ten) days from the time of one (01) year from the date of the first disbursement.

Article 10. Loan term for determining registration obligations

1. For loans stipulated in Clause 1, Article 9 of this Circular, the loan term is determined from the expected date of the first disbursement to the expected date of the final repayment, based on the provisions of the foreign loan agreement.

2. For loans stipulated in Clause 2, Article 9 of this Circular, the loan term is determined from the date of the first disbursement to the expected date of final repayment based on the provisions of the foreign loan agreement and the foreign loan extension agreement.

3. For loans specified in Clause 3, Article 9 of this Circular, the loan term is determined from the date of the first disbursement to the expected date of final repayment.

4. The disbursement date stipulated in this Article is the date of loan disbursement for loans disbursed in cash, and the date of customs clearance for goods in the form of foreign financial leasing, in accordance with relevant legal regulations.

Article 11. Foreign loan agreements for loan registration purposes.

1. Foreign loan agreements for the purpose of registering a loan (hereinafter referred to as foreign loan agreements) are effective disbursement agreements concluded between the borrower and the non-resident lender that give rise to the borrower's debt repayment obligations or debt instruments issued by residents to non-residents.

2. Borrowers are not required to register loans when signing agreements that do not allow for disbursement of funds with non-residents, such as framework credit agreements, memoranda of understanding, and other similar agreements (hereinafter referred to as framework agreements), except as provided in Clause 3 of this Article. The content of framework agreements must ensure that they do not contravene the provisions of Vietnamese law.

3. In cases where the borrower incurs a medium- or long-term self-borrowed loan due to a written withdrawal agreement based on a framework agreement, the borrower shall register the loan in accordance with the provisions of this Circular.

Article 12. Subjects required to register and register changes to loans

The borrower registers or registers changes to the loan, including:

1. The borrower signs a foreign loan agreement for direct disbursement of funds with a non-resident lender.

2. Credit institutions and branches of foreign banks that receive entrusted loans from non-resident principals.

3. The party obligated to repay the debt under the debt instrument issued to a non-resident.

4. The lessee in a financial lease agreement with the lessor is a non-resident.

Article 13. Procedures for registering a loan

1. Prepare the Application Form for a Foreign Loan Not Guaranteed by the Government:

a) In the case where the Borrower chooses the online method: The Borrower completes the Application for a Non-Governmental Guaranteed Foreign Loan on the website to receive a loan code, prints the application from the website, signs and stamps it;

b) In the case where the Borrower chooses the traditional method: The Borrower completes the application form according to Appendix 01 attached to this Circular.

2. Submit your application:

a) The borrower shall submit the loan application documents as prescribed in this Circular by mail or directly to the loan registration confirmation agency as authorized in Article 18 of this Circular;

b) Borrowers who choose the online option may choose to submit additional documents online as instructed on the website.

3. Deadline for submitting applications:

The borrower must submit the documents within 30 (thirty) days from:

a) The date of signing the medium- or long-term foreign loan agreement, or the date of signing the guarantee document in the case of a guaranteed loan, or the date of signing the written disbursement agreement in the case where the parties agree on disbursement based on a signed framework agreement and before the disbursement takes place;

b) The date of signing the agreement to extend short-term foreign loans into medium- or long-term loans for self-borrowed and self-repaid loans as stipulated in Clause 2, Article 9 of this Circular;

c) One (01) year from the date of the first disbursement of funds for self-borrowed and self-repaid loans as stipulated in Clause 3, Article 9 of this Circular.

4. The State Bank of Vietnam will issue a written confirmation or rejection of the loan application within the following timeframe:

a) 12 (twelve) working days from the date of receipt of complete and valid documents from the Borrower in the case where the Borrower chooses the online method;

b) 15 (fifteen) working days from the date of receipt of complete and valid documents from the Borrower in case the Borrower chooses the communication method; or

c) 45 (forty-five) working days from the date of receipt of complete and valid documents from the Borrower in the case of loans in Vietnamese Dong that must be considered and approved by the Governor of the State Bank of Vietnam in accordance with current legal regulations on foreign borrowing conditions of enterprises not guaranteed by the Government;

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

5. For loans denominated in Vietnamese Dong, authorization from the Governor of the State Bank of Vietnam is required in accordance with current laws on foreign borrowing conditions. The loan registration procedure also serves as the procedure for requesting the Governor of the State Bank of Vietnam to consider and approve the loan; the confirmation document for loan registration also serves as the approval document for the loan from the Governor of the State Bank of Vietnam.

6. The competent authority as stipulated in Article 18 of this Circular is responsible for:

a) Verify the consistency and accuracy of the loan application documents and information declared on the website; update the application processing status on the website so that the borrower can promptly monitor it if the borrower chooses the online application method;

b) The organization shall enter the relevant loan information on the website to generate a loan code and store the information in the database of foreign loans and repayments of enterprises not guaranteed by the Government in cases where the borrower chooses the traditional method.

Article 14. Loan application documents

1. Loan application form as prescribed in Clause 1, Article 13 of this Circular.

2. Copies (certified by the Borrower) of the legal documents of the Borrower and the loan recipient in cases where the Borrower is not the loan recipient, including: Establishment license, Business registration certificate, Enterprise registration certificate, Investment certificate or other equivalent documents, Cooperative registration certificate, Cooperative Union registration certificate as prescribed by law and any amendments or supplements (if any).

3. A certified copy (by the Borrower) or original of the document proving the purpose of the loan, including:

a) For loans as stipulated in Clause 1, Article 9 of this Circular:

(i) Production and business plans and investment projects using foreign loans must be approved by competent authorities in accordance with the Law on Investment, the Law on Enterprises and the Charter of Enterprises, the Law on Cooperatives and the Charter of Cooperatives, and other relevant legal documents regarding the loan for implementing the production and business plan and investment project, except for cases where the investment project has been granted an investment certificate by a competent authority clearly defining the scale of investment capital;

(ii) The borrower's foreign debt restructuring plan must be approved by the competent authority in accordance with the Law on Enterprises and the Enterprise Charter, the Law on Cooperatives and the Cooperative Charter, and other relevant legal documents concerning the loan for restructuring the borrower's foreign debt;

b) For loans as stipulated in Clauses 2 and 3 of Article 9 of this Circular:

The report on the use of the initial short-term foreign loan, meeting the regulations on short-term foreign loan conditions (with supporting documents) and the repayment plan for the foreign loan, is submitted to the State Bank of Vietnam for registration confirmation.

c)[8] The dossier components specified in points a and b of this clause do not apply to cases where foreign loans of commercial banks in which the State holds more than 50% of the charter capital have been reported by the direct owner's representative or the representative of the state capital in these banks and approved or given approval by the owner's representative agency before voting at the General Meeting of Shareholders, Board of Directors' meeting, or Board of Members' meeting.

4. Copies and Vietnamese translations (certified by the Borrower) of the foreign loan agreement and the agreement to extend the short-term loan to a medium or long-term loan (if any); or the disbursement document accompanied by the framework agreement.

5. A copy and Vietnamese translation (certified by the Borrower) of the guarantee commitment document (guarantee letter, guarantee contract, or other form of guarantee commitment) in case the loan is guaranteed.

6.[9] A copy (certified by the Borrower) of the document of the competent authority approving the foreign loan in accordance with the law on assignment and decentralization of the rights, responsibilities and obligations of the state owner of state-owned enterprises and state capital invested in enterprises for the Borrower which is a state-owned enterprise, except in the case where the Borrower is a commercial bank with 100% state-owned charter capital.

7. A report on compliance with the State Bank of Vietnam's regulations on credit limits and safety ratios in the operations of credit institutions and foreign bank branches at the end of the most recent month before the signing of the foreign loan agreement, and a document proving non-compliance with legal regulations on credit limits and safety ratios approved by the Prime Minister or the Governor of the State Bank of Vietnam in accordance with the law (if any) for the borrower, which is a credit institution or foreign bank branch.

8. Confirmation from the account service provider in the following cases:

a) In the case of borrowing from abroad to restructure foreign debt: A document from the bank providing account services to the borrower regarding the withdrawal and repayment of funds for the foreign loan to be restructured from the foreign loan source;

b) In cases where the foreign investor's capital transferred to Vietnam has been used to cover investment preparation costs and is converted into a medium- or long-term foreign loan for the foreign-invested enterprise in accordance with current relevant laws on foreign direct investment in Vietnam: A document from the bank providing account services to the lender confirming the receipts and disbursements related to the formation of the loan;

c) In cases where the loan falls under the provisions of Clauses 2 and 3 of Article 9 of this Circular: A document from the bank providing account services to the borrower regarding the withdrawal and repayment of the initial short-term foreign loan.

9. Documents and certificates proving the legally distributed profits in Vietnamese Dong from the direct investment activities of the Lender (a foreign investor contributing capital to the Borrower), and confirmation from the bank providing account services regarding the distribution and repatriation of profits by the Lender, to prove the disbursement of the loan in the case of foreign loans in Vietnamese Dong, in accordance with current regulations on the conditions for foreign loans in Vietnamese Dong.

10. The explanatory document regarding the need for foreign borrowing in Vietnamese Dong, in the case of foreign borrowing in Vietnamese Dong, must be approved by the Governor of the State Bank of Vietnam in accordance with the current regulations of the State Bank of Vietnam on the conditions for foreign borrowing in Vietnamese Dong.

Section 2. REGISTERING FOR LOAN CHANGES

Article 15. Cases requiring registration of loan changes

1. Except as provided in Clauses 2 and 3 of this Article, in the event of any change to the content related to the loan stated in the confirmation document for the registration of the foreign loan issued by the State Bank of Vietnam (according to the mẫu in Appendix No. 02 attached to this Circular), the borrower is responsible for registering the change to the foreign loan with the State Bank of Vietnam in accordance with the provisions of this Circular.

2. In the event that the actual plan for capital withdrawal, debt repayment, and fee transfer changes within 10 (ten) days compared to the plan for capital withdrawal, debt repayment, and fee transfer previously confirmed by the State Bank of Vietnam, the borrower is responsible for notifying the account service provider in writing to carry out capital withdrawal and debt repayment according to the changed plan; it is not required to register the loan change with the State Bank of Vietnam.

3. The borrower shall only notify the State Bank of Vietnam in writing and shall not register any changes to the loan for the following matters:

a) Change of the Borrower's address within the province or city where the Borrower's head office is located;

b) Changes to the Lender, or related information about the Lender in a syndicated loan with designated representatives of the lenders, except where the Lender is also a representative of the lenders in the syndicated loan and the change of the Lender alters the roles of the representatives of the lenders;

c) Change the commercial trading name of the bank providing account services.

4. Within 30 (thirty) days from the date of change or receipt of notification of change regarding the contents mentioned in Clause 3 of this Article, the Borrower shall send a written notification by mail or submit it directly to the loan registration confirmation agency as prescribed in Article 18 of this Circular.

Article 16. Procedures for registering changes to loan agreements

1. Prepare the Loan Amendment Application Form:

a) In the case where the Borrower chooses the online method: The Borrower completes the Loan Change Application Form on the website, prints the form from the website, signs and stamps it;

b) In the case where the Borrower chooses the traditional method: The Borrower completes the application form according to Appendix 03 attached to this Circular.

2. Submit the application

a) Within 30 (thirty) days from the date of signing the amendment agreement or before the amendment takes place (in cases where the amendment does not require an amendment agreement but is still consistent with the foreign loan agreement), the borrower shall send the loan amendment registration dossier by mail or submit it directly to the agency confirming the loan registration or the agency confirming the most recent loan amendment registration in case of a loan amendment registration, in order to register the loan amendment according to the authority stipulated in Article 18 of this Circular.

b) Borrowers who choose the online option may choose to submit additional documents online as instructed on the website.

3. The State Bank of Vietnam will issue a written confirmation or rejection of the loan amendment registration within the following timeframe:

a) 12 (twelve) working days from the date of receipt of complete and valid documents from the Borrower (in case the Borrower chooses the online form), or;

b) 15 (fifteen) working days from the date of receipt of complete and valid documents from the Borrower (in case the Borrower chooses the traditional method);

c) In case of refusal to confirm the registration of loan changes, the State Bank of Vietnam shall issue a written document stating the reasons.

4. The competent authority as stipulated in Article 18 of this Circular is responsible for:

a) Verify the consistency and accuracy of the loan amendment application and the information declared on the website; update the application processing status on the website so that the borrower can promptly monitor it if the borrower chooses the online method;

b) The organization shall enter the relevant loan information on the website to store the information in the database of foreign loans and repayments of enterprises not guaranteed by the Government in cases where the borrower chooses the traditional method.

Article 17. Documents for registering changes to loan terms

1. Application for loan amendment as prescribed in Clause 1, Article 16 of this Circular.

2. Copies and Vietnamese translations of signed loan amendment agreements (certified by the Borrower) in cases where the amendments require negotiation between the parties.

3. A copy (certified by the Borrower) of the guarantor's approval of the loan amendment in cases where the Borrower's loan is guaranteed.

4. A copy (certified by the Borrower) of the document from the competent authority, as stipulated by law, regarding the assignment and delegation of rights, responsibilities, and obligations of the state owner with respect to state-owned enterprises and state capital invested in enterprises, approving the change in the foreign borrowing plan of the State-owned enterprise Borrower in the case of increasing the loan amount or extending the loan term.

5. The documents specified in Clause 3, Article 14 of this Circular apply to cases of increasing loan amounts.

6. The documents specified in Clause 7, Article 14 of this Circular apply to cases where the borrower is a credit institution or a branch of a foreign bank increasing its foreign borrowing turnover.

7. A confirmation document from the account service provider regarding the status of loan disbursements and repayments (principal and interest) up to the time of registering the loan change, in the case of registering changes to the loan amount, disbursement plan, repayment plan, or from the commercial bank providing the account service.

Section 3. CONFIRMATION OF REGISTRATION, CONFIRMATION OF REGISTRATION OF CHANGES TO FOREIGN LOANS NOT GOVERNMENT-GUARANTEED

Article 18. Authority to confirm loan registration and registration changes.

1. The State Bank of Vietnam (Foreign Exchange Management Department) is responsible for confirming the registration and registration of changes for loans with a loan amount exceeding 10 million USD (or other foreign currencies of equivalent value) and foreign loans denominated in Vietnamese Dong.

2. The State Bank of Vietnam branch in the province or centrally-administered city where the borrower's head office is located shall confirm the registration and registration of changes for loans with a loan amount up to 10 (ten) million USD (or other foreign currency of equivalent value).

3. In cases where changes such as an increase or decrease in loan amount, a change in loan currency, a change in the borrower's registered office, or a change in the borrower to an enterprise with its registered office located in a different geographical area result in a change of the competent authority for confirming the registration of the loan change, the initial authority confirming the registration of the loan change shall be responsible as follows:

a) To act as the point of contact for receiving applications for changes to loan terms from borrowers;

b) Within 07 (seven) working days from the date of receiving the loan amendment registration dossier from the Borrower, transfer all original copies of the loan amendment registration application dossier and copies of the completed registration dossier, and any completed loan amendment registration dossiers (if any) to the competent authority as prescribed in Clauses 1 and 2 of this Article for further processing.

4. In cases where changes arise to the content of foreign loans denominated in Vietnamese Dong that have been registered and confirmed by the Branch, the processing of the registration change application shall be carried out according to the procedures stipulated in Clause 3 of this Article.

5. In cases where loans denominated in Vietnamese Dong require review and approval by the Governor of the State Bank of Vietnam, the Foreign Exchange Management Department shall act as the focal point, coordinating with relevant units of the State Bank of Vietnam to report to the Governor of the State Bank of Vietnam for consideration and decision within his/her authority.

Article 19. Establishments responsible for confirming loan registration and changes to loan registration.

1. The total annual limit for self-borrowed and self-repaid foreign commercial loans is approved by the Prime Minister.

2. The borrower must fully comply with and meet all regulations on foreign borrowing conditions and foreign exchange management for foreign borrowing and debt repayment activities as stipulated by the State Bank of Vietnam and other relevant laws.

3. Information provided by relevant organizations and agencies at the request of the State Bank of Vietnam.

Article 20. Handling of loan registration and amendment applications in cases where the borrower commits administrative violations in the field of foreign exchange management and foreign loan and debt repayment management.

During the process of handling loan registration and amendment applications, if the State Bank of Vietnam discovers that the borrower has committed administrative violations in the field of foreign exchange management, foreign loan and repayment management (including non-compliance with reporting requirements on foreign loans and repayments), the consideration and confirmation of the borrower's loan registration and amendment registration will be carried out after the completion of the handling of the administrative violation in accordance with current laws on handling administrative violations in the monetary and banking sector.

Article 21. Cases where the registration confirmation document or registration of changes to the loan automatically becomes invalid.

1. The State Bank of Vietnam's confirmation of registration and confirmation of registration changes for foreign loans shall automatically become invalid if, after six (06) months from the last day of the disbursement period confirmed by the State Bank of Vietnam, the borrower fails to disburse funds and register changes to the loan disbursement plan as stipulated in this Circular.

2. After the registration confirmation document, the registration of changes to the foreign loan automatically expires as stipulated in Clause 1 of this Article. In case of continued implementation of the loan, the borrower must re-register the foreign loan as stipulated in Chapter III of this Circular within 30 (thirty) days from the date the parties reach a written agreement on the continued implementation of the loan.

Article 22. Termination of validity of documents confirming registration and registration of changes to loan agreements.

1. Cases where the validity of registration confirmation documents or registration change confirmation documents is terminated when the loan has not yet been disbursed:

a) The borrower's loan registration or amendment application contains fraudulent information to qualify for confirmation of foreign loan registration or amendment;

b) The registration dossier or registration amendment dossier complies with the regulations on registration procedures and registration amendment procedures as prescribed in this Circular, but the information requested for registration amendment is inaccurate, leading to discrepancies in the content of the confirmation document or confirmation of registration amendment issued by the State Bank of Vietnam;

c) The registration confirmation document or the document confirming the registration of changes was issued without the proper authority as stipulated in Article 18 of this Circular.

2. Once the loan has been disbursed, the competent authority shall issue a document terminating the validity of the registration confirmation or the registration change confirmation in the cases specified in points b and c of Clause 1 of this Article.

3. The agency responsible for confirming the registration and registration of changes to the loan, as stipulated in Article 18 of this Circular, shall send a written notice to the borrower and relevant parties regarding the termination and reasons for the termination of the registration confirmation and the confirmation of changes to the loan.

4. For cases stipulated in points b and c of Clause 1 and Clause 2 of this Article, after the registration confirmation document or the registration change confirmation document is terminated, the borrower is responsible for cooperating with the competent authority to register or register the loan change in accordance with the regulations in this Circular in order to have a basis to continue implementing the loan.

Article 23. Copies of documents confirming loan registration and changes to loan registration; documents terminating the validity of documents confirming loan registration and changes to loan registration.

1. The State Bank of Vietnam (Foreign Exchange Management Department and Branches) forwards the following documents to the account service provider for coordinated monitoring and implementation:

a) Documents confirming loan registration and changes to loan registration;

b) Documents terminating the validity of registration confirmation documents and registration change confirmation documents for loan agreements.

2. The State Bank of Vietnam (Foreign Exchange Management Department) shall forward copies of the documents stipulated in points a and b of Clause 1 of this Article to the State Bank of Vietnam branches in provinces and centrally-administered cities where the Borrower has its head office for coordinated management, monitoring, and reporting.

3. The State Bank of Vietnam branches in provinces and centrally-administered cities shall send copies of documents terminating the validity of registration confirmation documents and registration change confirmation documents to the State Bank of Vietnam (Foreign Exchange Management Department) for coordinated management.

Chapter IV

OPENING AND USING FOREIGN LOAN AND DEBT REPAYMENT ACCOUNTS

Section 1. Foreign Loan and Debt Repayment Accounts

Article 24. Foreign loan and debt repayment accounts of borrowers other than commercial banks or branches of foreign banks.

1. A foreign loan and repayment account is a payment account opened by the borrower at a bank providing account services to withdraw funds, repay foreign loans, and conduct other money transfer transactions related to foreign borrowing, repayment, and guarantees for foreign loans.

2.[10] For Borrowers that are foreign direct investment enterprises:

a) For medium and long-term foreign loans: The foreign loan and repayment account is the direct investment capital account. In addition to the revenue and expenditure related to foreign loan and repayment activities stipulated in Articles 26 and 27 of this Circular, the borrower, being a foreign direct investment enterprise, shall use the direct investment capital account (which is also the foreign loan and repayment account) for other revenue and expenditure related to foreign direct investment activities in Vietnam, in accordance with current laws on foreign exchange management for foreign direct investment activities in Vietnam.

b) For short-term foreign loans: The borrower may use the direct investment capital account as stipulated in point a of this clause or other foreign loan and debt repayment accounts (not direct investment capital accounts) to carry out transactions related to the foreign loan. Each short-term foreign loan may only be conducted through one (01) bank providing account services. The borrower may use one (01) account for one (01) or more short-term foreign loans. The content of the account's receipts and disbursements is stipulated in Articles 26 and 27 of this Circular.

3. Borrowers that are not foreign direct investment enterprises must open a foreign loan and debt repayment account at a bank providing account services to carry out money transfer transactions related to foreign loans (capital withdrawal, principal repayment, interest repayment). Each foreign loan can only be processed through one (01) bank providing account services. The borrower may use one (01) account for one (01) or multiple foreign loans. The details of receipts and disbursements of this account are stipulated in Articles 26 and 27 of this Circular.

Article 25. Monitoring of foreign borrowing and repayment by borrowers that are commercial banks or branches of foreign banks.

Commercial banks and branches of foreign banks, as borrowers, are responsible for monitoring transactions related to their foreign loans in accordance with current regulations on accounting for commercial banks and branches of foreign banks; they are responsible for and ensure that transactions related to foreign loans are carried out in accordance with the content of the State Bank of Vietnam's document confirming the registration and registration of changes to the foreign loan of the commercial bank or branch of a foreign bank.

Article 26. Content of receipts and expenditures on foreign currency loan and debt repayment accounts.

Foreign currency loan and debt repayment accounts may only be used to conduct transactions related to foreign borrowing and debt repayment activities as follows:

1. Receipt transactions:

a) Collecting funds withdrawn from foreign loans;

b) Revenue from purchasing foreign currency from banks providing account services to transfer funds to repay the principal and interest of foreign loans, and to pay various fees as agreed upon in the loan agreement;

c) Receiving foreign currency conversion from withdrawals of foreign loan funds in cases where the currency disbursed by the lender is not the currency of the foreign loan or debt repayment account;

d) Revenue from the borrower's foreign currency payment account opened at an authorized credit institution in Vietnam, or from the borrower's foreign currency account opened abroad.

2. Expense transactions:

a) Transferring funds to repay the principal and interest of a foreign loan;

b) Transfers made abroad to settle mandatory debt obligations to non-resident guarantors as stipulated in Chapter V of this Circular;

c) Transfer the funds to the borrower's foreign currency payment account;

d) Selling foreign currency to authorized credit institutions;

d) Transfers to the borrower's foreign currency account opened abroad to fulfill commitments under the foreign loan agreement;

e) Transferring funds to pay various fees as per the foreign loan agreement;

g) Foreign currency conversion expenses for repayment (principal and interest) of foreign loans in cases where the repayment currency is not the currency of the foreign loan/repayment account.

Article 27. Content of receipts and expenditures on foreign loan and debt repayment accounts in Vietnamese Dong.

Foreign loan and debt repayment accounts denominated in Vietnamese Dong may only be used to conduct transactions related to foreign loans as follows:

1. Receipt transactions:

a) Receiving transfers of funds withdrawn from foreign loans in cases where the lender uses a payment account in Vietnamese Dong opened at a credit institution or a branch of a foreign bank in Vietnam;

b) Collecting proceeds from the sale of foreign currency to authorized credit institutions in Vietnam in cases where the lender does not use a Vietnamese Dong payment account opened in Vietnam to disburse the loan;

c) Receiving a transfer from the borrower's Vietnamese Dong payment account.

2. Expense transactions:

a) Transfer funds to the lender's Vietnamese Dong payment account to repay the debt (principal and interest) in cases where the lender uses the Vietnamese Dong payment account to recover the debt according to the loan agreement;

b) Expenses for purchasing foreign currency to repay the principal and interest of foreign loans in cases where the lender does not use a payment account in Vietnamese Dong to recover the debt as agreed upon in the loan agreement;

c) Payment of the debt received from the Guarantor as stipulated in Chapter V of this Circular;

d) Payment of fees in Vietnamese Dong, and payment of foreign currency to settle fees in foreign currency related to foreign loans;

d) Transfer the funds to the borrower's Vietnamese Dong payment account.

Article 28. Change of account for foreign loan implementation[11]

1. In the event of a change in the account for a foreign loan due to a change in the account service provider, the borrower, if not a commercial bank or a branch of a foreign bank, shall request the current account service provider to confirm the status of fund withdrawals and debt repayments related to the foreign loan so that the new account service provider can continue to monitor the foreign loan's implementation in accordance with current regulations on the management of foreign loans and debt repayments.

2. In cases where the account for a foreign loan is changed due to a change in currency but the account-providing bank remains unchanged, the account-providing bank is responsible for monitoring the withdrawal of funds and repayment of the foreign loan in accordance with current regulations on the management of foreign loans and repayments.

Article 29. Implementation of foreign loans from profits distributed in Vietnamese Dong from the lender's direct investment activities.

1. The borrower is a foreign-invested enterprise that borrows foreign funds in Vietnamese Dong from profits distributed in Vietnamese Dong from the direct investment activities of the lender, which is a foreign investor contributing capital to the borrower.

2. The lender, being a foreign investor who is a non-resident contributing capital to the borrower, may use the non-resident's Vietnamese Dong payment account to conduct transactions related to the loan in Vietnamese Dong as stipulated in Clause 1 of this Article.

Section 2. Withdrawal and Transfer of Funds for Foreign Loans

Article 30. Principle of transparency of cash flow

1. For borrowers other than commercial banks or branches of foreign banks, all money transfer transactions (withdrawal of funds, repayment of debt) related to foreign loans must be conducted through the borrower's foreign loan and repayment account, except for the cases stipulated in Article 34 of this Circular.

2. Transfer orders between residents and non-residents related to the withdrawal of funds, repayment of principal and interest, and payment of fees on foreign loans must clearly state the purpose of the transfer so that the bank providing the account service has a basis for verification, inspection, record keeping, and transaction processing.

3. The borrower is responsible for clearly stating and requesting the lender to clearly state the purpose of the money transfer transaction related to the foreign loan, as a basis for determining foreign debt obligations and transferring funds to repay the loan (principal and interest) when due.

Article 31. Transfer of funds for the implementation of foreign loans

1. For foreign loans that must be registered with the State Bank of Vietnam, the borrower may only withdraw funds or repay principal and interest after the loan has been registered and confirmed by the State Bank of Vietnam, except in cases of withdrawing funds or repaying a portion of the principal and interest in the first year of a short-term loan converted to a medium or long-term loan.

2. The borrower may only receive disbursed funds and transfer loan repayments (principal and interest) through the account of the lender, the representative of the lenders, or the correspondent bank of the lenders in the case of syndicated loans or loans using a correspondent bank as stipulated in the loan agreement.

3. In cases where disbursement and repayment of foreign loans (principal and interest) are received in foreign currency through the account of a third party who is a non-resident and not one of the entities mentioned in Clause 2 of this Article, this must be clearly stipulated in the loan agreement (or amendment agreement). If the loan is subject to registration with the State Bank of Vietnam, this must be confirmed in the registration confirmation document or the registration amendment confirmation document for the foreign loan.

Article 32. Transfer of funds to repay foreign loans in the form of deferred payment for imported goods[12]

When making payments for principal and interest on foreign loans under the deferred payment import scheme, the borrower is responsible for presenting the documents and certificates required by the bank providing the account services.

Article 33. Purchase of foreign currency and transfer of funds for repayment of foreign debt.

1. The borrower purchases foreign currency from an authorized credit institution to pay the principal, interest, and related fees on the foreign loan, based on the presentation of documents proving the legitimate need for foreign currency payment as prescribed by law and at the request of the authorized credit institution.

2. Authorized credit institutions may prescribe documentation proving the legitimate need for foreign currency payments based on the principle of verifying the borrower's legitimate debt obligations through the foreign loan agreement, documents confirming the withdrawal of funds from the loan, confirmation of foreign loan registration from the State Bank of Vietnam (in cases where the loan must be registered with the State Bank of Vietnam), and other documents (if any) as required by the authorized credit institution.

Article 34. Cases of capital withdrawal and debt repayment not carried out through foreign loan and debt repayment accounts.

1. Cases of capital withdrawal not conducted through foreign loan or debt repayment accounts:

a) Withdrawing funds from the lender to make direct payments to a beneficiary who is a non-resident providing goods or services under a contract for the sale of goods or services with a resident;

b) Withdraw funds in the form of importing goods on deferred payment terms from the Lender;

c) Withdrawal of foreign loan capital in the form of financial leasing;

d) Withdrawal of funds through the Borrower's account opened abroad in cases where the Borrower is permitted to open an account abroad to handle the foreign loan;

d) Withdrawal of medium- and long-term foreign loans through offsetting payments against direct payment obligations with the lender.

2. Cases of debt repayment not made through loan accounts, foreign debt repayment:

a) Repaying the debt by providing goods or services to the lender;

b) Repayment of debt by the Borrower's shares or capital contributions in accordance with the provisions of the law;

c) Repaying medium- and long-term foreign loans through offsetting direct receivables with the lender;

d) Repayment through the Borrower's account opened abroad (in cases where the Borrower is permitted to open an account abroad to handle the foreign loan).

d)[13] Repay short-term foreign loans in the form of deferred payment for imported goods.

Chapter V

REGULATIONS ON FOREIGN EXCHANGE MANAGEMENT RELATED TO FOREIGN LOAN GUARANTEE TRANSACTIONS

Article 35. Fulfillment of Guarantee Obligations

1. For guaranteed foreign loans, the guarantor fulfills its guarantee obligations to the foreign lender (the guarantee recipient) when requested, as committed in the loan agreement or guarantee commitment document (guarantee letter, guarantee contract, or other form of guarantee commitment) signed between the relevant parties.

2. In cases where the Guarantor uses a payment account opened at a bank providing account services to transfer funds to fulfill the guarantee obligation, the Guarantor's bank providing account services shall execute the guarantee fund transfer transaction based on the following documents:

a) Foreign loan agreement;

b) Guarantee commitment letter;

c) A written request from the Lender (guarantee recipient) or the Borrower (guaranteeed party) to fulfill the guarantee obligation, in accordance with the foreign loan agreement and the guarantee commitment document;

d) A confirmation document from the bank providing account services to the Borrower stating that the Borrower has not yet fulfilled its payment obligations to the Lender, in accordance with the request for fulfillment of the guarantee obligation as stipulated in point c, clause 2 of this Article;

d) A document confirming the registration or registration of changes to foreign loans issued by the State Bank of Vietnam, which confirms the guarantor for the foreign loan (applicable to cases where the foreign loan is subject to registration with the State Bank of Vietnam);

e) Other documents and records (if any) as required by the bank providing the account services where the Guarantor conducts the guarantee transfer transaction.

Article 36. Mandatory debt acknowledgment

1. A mandatory debt is a debt that the guaranteed party (borrower) must repay to the guarantor after the guarantor has fulfilled its guarantee obligation by making payment to the beneficiary of the guarantee (lender).

2. The agreement on the currency for receiving the debt and the currency for paying the mandatory debt within the territory (including guarantee fees) must comply with regulations on restricting the use of foreign exchange within the territory.

Article 37. Repayment of mandatory debt obligations

1. The borrower (guarantee) makes the mandatory repayment of the debt to the guarantor upon presenting to the bank providing the borrower's account:

a) Foreign loan agreements and related documents concerning foreign loan and debt repayment transactions;

b) Agreement on the guarantee, fulfillment of guarantee obligations, and repayment of the mandatory debt between the Borrower and the Guarantor;

c) Documents proving that the Guarantor has fulfilled its guarantee obligations;

d) Other documents and records (if any) as required by the bank providing the account services.

2. The repayment of the mandatory debt obligation to the Guarantor must be made through the foreign loan/repayment account or through another account opened at the borrower's account service provider bank in case the currency for payment of the mandatory debt obligation is different from the currency of the foreign loan/repayment account.

Chapter VI

STATISTICAL REPORTING SYSTEM

Article 38. Reporting requirements for banks providing account services.

Banks providing account services must comply with the reporting requirements stipulated by the State Bank of Vietnam regarding statistical reporting applicable to units under the State Bank of Vietnam and authorized credit institutions and branches of foreign banks.

Article 39. Reporting requirements for borrowers choosing online methods.

1. On a quarterly basis, no later than the 05th day of the month following the reporting period, the Borrower must report online on the status of short-term, medium-term, and long-term loan disbursements on the website.

2. Within 10 (ten) working days from the date of receiving the Borrower's report on the website, the Branch shall review the report on the website and save the information to the database. If the reported information is accurate, the Borrower will be notified via email that the report has been completed as required. If there is inaccurate information or clarification is needed, the Branch will notify the Borrower via email to make adjustments to the data.

Article 40. Reporting requirements for borrowers choosing the traditional method.

1. On a quarterly basis, no later than the 05th day of the month following the reporting period, the Borrower must submit to the Branch a written report on the status of short-term, medium-term, and long-term loan disbursements, using the form in Appendix 04 attached to this Circular.

2. Within 10 (ten) working days from the date of receiving the Borrower's report, the Branch shall enter the Borrower's report into the form on the website to save the information in the database.

Article 41. Ad hoc reports

In exceptional circumstances or when necessary, the borrower and the account service provider shall submit reports as required by the State Bank of Vietnam.

Chapter VII

RESPONSIBILITIES OF THE PARTIES INVOLVED

Article 42. Responsibilities of the Borrower

1. Present the required documents as stipulated by law and as requested by the account-providing bank when conducting transactions related to foreign loans; be legally responsible for the accuracy and truthfulness of the information provided.

2. Comply with the regulations on information declaration, reporting, and information security as stipulated in this Circular.

3. Be legally responsible for the accuracy and truthfulness of the information provided and declared on the website through your access account, the information and documents provided with loan registration and amendment applications, and reports submitted to competent authorities.

4. Comply with the regulations on managing foreign loans and debt repayment in this Circular and other relevant legal provisions when signing foreign loan agreements and implementing foreign loans.

Article 43. Responsibilities of the Guarantor

The guarantor, using a payment account opened at the guarantor's account service provider bank to fulfill its guarantee obligations, is responsible for:

1. Present the documents as required by law and as requested by the bank providing the account services of the Guarantor.

2. Be legally responsible for the accuracy and truthfulness of the information provided.

3. Comply with foreign exchange management regulations and other relevant legal regulations when providing guarantees for borrowers.

Article 44. Responsibilities of banks providing account services

1. Provide account services for transactions related to foreign loans (capital withdrawal, debt repayment, fee payment, guarantee-related transactions) on the following basis:

a) A document confirming the registration or registration of changes to a foreign loan (in cases where the loan requires registration) issued by the competent authority;

b) Loan agreements and other related agreements;

c) Documents proving the withdrawal of funds or repayment of debt, submitted by the borrower as required by the account-providing bank.

2. Conduct verification and comparison of documents submitted by the borrower and related parties to ensure that money transfer transactions related to the foreign loan comply with the registration confirmation, registration change confirmation (in case the loan requires registration), loan agreement, and other relevant agreements.

3. Provide accurate information about the borrower's foreign loan (including details such as the amount disbursed and repaid; disbursement and repayment periods; reference information to the loan agreement and lender) in the confirmation document regarding the borrower's foreign loan status when requested.

Article 45. Responsibilities of the Foreign Exchange Management Department

1. Lead the development of a model for managing information on foreign loans and repayments through a website.

2. Perform the functions and tasks as prescribed in this Circular.

3. Exploiting and utilizing databases on foreign borrowing and debt repayment to support the development and implementation of policies consistent with functions and responsibilities.

4. Preside over and coordinate with the Vietnam National Credit Information Center:

a) Develop user manuals, and regularly upload and update them on the website;

b) Edit and upgrade the website content to facilitate user access and ensure the database serves the management of foreign loans and debt repayments not guaranteed by the Government;

c) Addressing issues related to the Website; receiving and promptly guiding and resolving issues and suggestions from users during the exploitation and operation of the Website;

d) Providing guidance on registration and granting access accounts, and registering changes to access account information for the subjects specified in points b and c of Clause 1, Article 8 of this Circular.

Article 46. Responsibilities of the Vietnam National Credit Information Center

1. Maintain the secure and stable operation of the website, ensuring that the website and the database for managing foreign loans and repayments are not accessed illegally.

2. Use information from the website in accordance with the regulations on credit information activities of the State Bank of Vietnam.

3. Coordinate with the Foreign Exchange Management Department to implement the provisions of Clause 4, Article 45 of this Circular.

Article 47. Responsibilities of the State Bank of Vietnam branch in the province or city where the Borrower's head office is located.

1. Perform functions and duties within the scope of authority as stipulated in this Circular.

2. Be responsible for guiding, monitoring, reminding, and urging borrowers to declare information and submit reports as required by this Circular.

3. Exploit and utilize databases on foreign borrowing and debt repayment within the scope of authority to serve the management of foreign borrowing and debt repayment in the locality in accordance with functions and tasks.

4. Inspect, investigate, and handle administrative violations within their authority in cases of administrative violations during the implementation of the regulations in this Circular.

Article 48. Responsibilities of the Banking Inspection and Supervision Agency

Inspect, investigate, and handle administrative violations within their jurisdiction in cases of administrative violations during the implementation of the regulations in this Circular.

Chapter VIII

ENFORCEMENT CLAUSE [14]^,[15]

Article 49. Enforcement

1. This Circular shall take effect from April 15, 2016, except for the provisions in Clause 3 of this Article.

2. From the date this Circular comes into effect, the following documents shall cease to be in effect:

a) Circular No. 09/2004/TT-NHNN dated December 21, 2004, of the State Bank of Vietnam guiding the borrowing and repayment of foreign debt by enterprises;

b) Circular No. 25/2014/TT-NHNN dated September 15, 2014, of the State Bank of Vietnam guiding the procedures for registration and registration of changes to foreign loans of enterprises not guaranteed by the Government.

3. The online reporting system for borrowers who choose the online format will be applied starting from the Q11/2016 reporting period. Prior to this deadline, the aforementioned borrowers must submit written reports as stipulated in Article 40 of this Circular.

Article 50. Transitional provisions

1. Regarding the implementation of foreign loans in the form of deferred payment for imported goods:

a) Medium and long-term foreign loans in the form of deferred payment for imported goods that have been registered or had their foreign loan registration changes confirmed by the State Bank of Vietnam before the effective date of this Circular shall continue to be implemented (fund withdrawal, debt repayment) according to the registration confirmation documents or foreign loan registration changes.

For changes arising after the effective date of this Circular, the borrower shall implement them on the basis of agreement with the lender and does not need to register the changes to the foreign loan with the State Bank of Vietnam;

b) For medium- and long-term foreign loans in the form of deferred payment for imported goods that are contracted within 30 (thirty) days before the effective date of this Circular, the borrower is not required to register the foreign loan with the State Bank of Vietnam. The withdrawal of funds, transfer of debt repayment, and reporting shall be carried out in accordance with the provisions of this Circular.

2. For foreign loans denominated in Vietnamese Dong:

Foreign loans denominated in Vietnamese Dong that were registered or had their registration amended by the Branch before the effective date of this Circular shall continue to be implemented according to the registration confirmation or amendment documents of the Branch. Any changes to these loans arising after the effective date of this Circular must comply with the provisions of this Circular.

3. Regarding the implementation of short-term foreign loans:

a) Short-term foreign loans that were disbursed (withdrawn or repaid) before the effective date of this Circular shall continue to be processed through current accounts;

b) New short-term foreign loans signed from the effective date of this Circular must comply with the regulations on opening and using foreign loan and debt repayment accounts in this Circular.

Article 51. Implementation

The Chief of Office, Director of the Foreign Exchange Management Department, Heads of units under the State Bank of Vietnam, Directors of State Bank of Vietnam branches in provinces and centrally-administered cities, Chairmen of the Board of Directors, Chairmen of the Board of Members, General Directors (Directors) of credit institutions, branches of foreign banks, and enterprises are responsible for organizing the implementation of this Circular.

Appendix 1

APPLICATION FORM FOR FOREIGN LOANS

NOT GOVERNMENT-GUARANTEED

Dear: The bank of Viet Nam¹
(_ _ _ _ _ _ _ _ _ _ _ _)

– Based on Government Decree No. 219/2013/ND-CP dated December 26, 2013, on the management of foreign borrowing and debt repayment by enterprises not guaranteed by the Government;

– Based on Circular No. 12/2014/TT-NHNN dated March 31, 2014, of the State Bank of Vietnam, which stipulates the conditions for foreign borrowing by enterprises not guaranteed by the Government;

– Based on Circular No. 03/2016/TT-NHNN dated February 26, 2016, of the State Bank of Vietnam guiding some contents on foreign exchange management for foreign borrowing and debt repayment by enterprises;

– Based on the foreign loan agreement signed with the foreign lender(s) on …/…/…;

The borrower, whose name is listed below, registers with the State Bank of Vietnam regarding the borrower's medium- and long-term foreign loan as follows:

PART ONE: INFORMATION ABOUT THE PARTIES INVOLVED

I. Information about the Borrower:

1. Name of Borrower: ………………………………………………………………………………………………..

2. Type of Borrower²:

3. Address: ……………………………………………………………………………………………………………

4. Telephone: …………………Fax:……………………….. Tax ID:………………………….

5. Full name of authorized representative:…………………………………………………………….

Position: …………………………………………………………………………………………………………….

6. Legal documents³:

7. Legal scope of the Borrower's operations⁴:

8. The total investment capital of the project using borrowed funds (applicable to foreign loans for the purpose of implementing the investment project) is ………………………, of which the total contributed capital is ………………………., and the total borrowed capital is …………………………………………… (in USD)

9. Outstanding credit balance for the project at the time of application submission (in USD):

– Outstanding short-term foreign loans: ………………(of which overdue: ………………………)

– Outstanding short-term domestic loans: ………………(of which overdue: ………………………)

– Outstanding medium and long-term foreign loans: …………(of which overdue: ………………………)

– Outstanding domestic medium and long-term loans: …………(of which overdue: ………………………)

Number of medium and long-term foreign loans of the enterprise (currently in effect or outstanding as of the reporting date): ……………………………………………..loans

II. Information about the Lender⁵:

1. Name of the Lender (or the Lender's representative)⁶: …………………………………………………….

2. Country of the Lender (or the Lender's representative): ……………………………………….

3. Type of Lender (or Lender's Representative)⁷: ……………………………………………

III. Information about other stakeholders:

1. The guarantor:

1.1. Name of the guaranteeing entity: ………………………………………………………………………………………

1.2. Country of the Guarantor: …………………………………………………………………………….

2. The insurance company:

2.1. Name of insurance company: ……………………………………………………………………………………..

2.2. Country of the Insured: ……………………………………………………………………………

3. Banks providing account services:

3.1. Name of the bank providing account services: ………………………………………………………

3.2. Address of the bank providing account services: ………………………………………………….

3.3. Information on foreign loan and repayment accounts opened at the account service provider bank.⁸: ……………..

4. Other related parties (please specify the name and address of the related party in the Loan Agreement – ​​if any) …………………………………..

PART TWO: INFORMATION ABOUT THE PURPOSE OF THE LOAN

1. Purpose of the loan⁹: ………………………………………………………………………………………………….

2. Name of the investment project that will use the loan (if any): ………………………………………………..

3. Documents proving the legality of the loan purpose (project approval document, investment registration certificate, business plan approval document, etc.)

3.1. Document Title: ……………………………………………………………………………………………………

3.2. Approving authority: …………………………………………………………………………

4. Location where the loan will be used: ……………………………………………………..

PART THREE: LOAN INFORMATION:

1. Date of signing the foreign loan agreement: …………………………………………………………………..

2. Effective Date of the Foreign Loan Agreement¹⁰: …………………………………………………….

3. Loan Amount:

– Numerical value:

– Value in words:

4. Currency for the loan:

4.1. Currency of the loan: …………………………………………………………………………………………

4.2. Currency of withdrawal: …………………………………………………………………………………………..

4.3. Currency for debt repayment: …………………………………………………………………………………………….

5. Loan types ¹¹: ……………………………………………………………………………………………….

6. Repayment method ¹²: ……………………………………………………………………………………………

7. Loan term: …………………………..(including grace period: …………………………. )

8. Loan interest rate:

8.1. Fixed interest rate: …………………………………………………………………………………………….

8.2. Floating interest rates¹³: …………………………………………………………………………………………..

9. Types of fees¹⁴: ………………………………………………………………………………………………….

10. Penalty interest: ………………………………………………………………………………………………………..

11. Borrowing costs¹⁵: ………………………………………………………………………………………. %/year

12. Form of security (guarantee, pledge, deposit, mortgage, etc.): ………………………………….

13. Capital withdrawal plan ¹⁶: …………………………………………………………………………………………

14. Repayment plan:

14.1. Principal Repayment Plan ¹⁷: ………………………………………………………………………………….

14.2. Interest Repayment Plan¹⁸: …………………………………………………………………………………….

15. Other conditions (if any): …………………………………………………………………………….

*Note: Please specify the terms of reference in the Loan Agreement for each item in this section.

16. Expected use of foreign currency from borrowed funds (not applicable to loans in VND):¹⁹

(i) Percentage of the value of the foreign currency disbursement expected to be sold to authorized credit institutions: …………………………………..%

(ii) Purpose of using the remaining foreign currency (in case the proportion at Point 16(i) above is less than 100%): ………………………………………..

17. Expected foreign currency purchase for debt repayment from authorized credit institutions: ……………..% of the loan value

18. Further explanations (if any):

PART FOUR: COMMITMENT

1. The undersigned (legal representative of the Borrower) undertakes to be responsible for the accuracy of all information contained in this Application and the accompanying documents in the Borrower's foreign loan application file.

2. [Name of Borrower] commits to complying with the regulations of Vietnamese law, the regulations in Government Decree No. 219/2013/ND-CP dated December 26, 2013 on the management of foreign borrowing and debt repayment by enterprises not guaranteed by the Government; Circular No. 12/2014/TT-NHNN dated March 31, 2014 of the State Bank of Vietnam stipulating the conditions for foreign borrowing by enterprises not guaranteed by the Government and other relevant legal documents.

Guidance on some relevant contents in the Application Form for Non-Governmental Guaranteed Foreign Loans

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¹ Please clearly state that the document is to be sent to the Department of Foreign Exchange Management or the State Bank of Vietnam branch in the province or centrally-administered city (according to the authority stipulated in Article 18 of this Circular).

² Record the type of borrower according to the following categories:

– For the business sector (excluding commercial banks):

+ State-owned enterprise sector: Enterprises wholly owned by the State (SOE); enterprises in which the State holds between 50% and less than 100% of the charter capital (S50).

+ Foreign-invested enterprises: Enterprises with a foreign investor ownership ratio of 51% to 100% of charter capital (F51); Enterprises with 10% to less than 51% foreign investment capital (F10).

+ Other business sectors: Cooperatives, Cooperative unions; Other enterprises.

– For commercial banks and branches of foreign banks:

+ Foreign-invested commercial banking sector: Joint venture banks, commercial banks with 100% foreign capital; Foreign bank branches (FOB).

+ Other commercial banking sector: BAK.

³ Clearly state the details of the legal documents; the number, date of issuance, competent authority, and any amendments or supplements (if any). Depending on the borrower, these legal documents may include: Establishment Decision, Establishment License, Business Registration Certificate, Enterprise Registration Certificate, Investment Certificate, Investment Registration Certificate, Cooperative Registration Certificate, and Cooperative Union Registration Certificate of the borrower and of the enterprise in which the borrower participates in direct investment (in cases where the borrower borrows foreign funds to implement a production, business plan, or investment project using foreign capital of the enterprise in which the borrower participates in direct investment) as prescribed by law.

⁴ Only list the business activities stated in the business registration certificate, establishment license, company charter, etc., related to the project or business plan using capital from foreign loans.

⁵ In the case of a syndicated loan without representatives from the lenders, clearly state the information in this section for each lender, noting the lender holding the majority stake. In the case of a syndicated loan with representatives from the lenders: state the information of the representatives from the lenders.

In the case of loans in the form of unregistered debt instruments, the information about the lender is replaced with the information about the issuing agent.

⁶ Enter the exact name of the Lender as stated in the Loan Agreements/Credit Contracts.

⁷ The type of lender is categorized as follows:

+ Parent company, subsidiary companies belonging to the parent company

+ Credit institutions, international financial organizations

+ Other subjects

⁸ Clearly state the information regarding foreign loan and debt repayment accounts opened at authorized credit institutions: the number of accounts used and the account number of each specific account.

In the case where the borrower is a foreign-invested enterprise, this account is the foreign direct investment account of the borrower.

⁹ Clearly state the purpose of using foreign loans, such as: relending, implementing investment projects, implementing production and business plans, restructuring foreign debt, purchasing machinery and equipment, etc.

¹⁰ In the case of foreign loans denominated in Vietnamese Dong, approval from the Governor of the State Bank of Vietnam is required. The foreign loan agreement only becomes fully effective after the loan is approved and registered by the State Bank of Vietnam.

¹¹ Loan type:

+ Loans in cash: This includes direct cash loans or loans through a trust agreement with a non-resident trustee.

+ Borrowing through the issuance of debt instruments (excluding international bonds)

+ Borrowing through financial leasing

¹² Method of repayment: clearly state whether the repayment will be in cash, goods, shares, etc.

¹³ Specify the chosen interest rate type (fixed or floating; for floating rates, specify the base rate and margin); the calculation method (simple interest or compounded interest); and the start date for interest calculation.

¹⁴ Clearly state the names and calculation methods of various fees such as guarantee fees, insurance fees, arrangement fees, management fees, upfront fees, commitment fees, and other fees.

¹⁵ Businesses calculate the estimated cost of borrowing at the time of loan application. The cost of foreign borrowing is the total cost, expressed as an annual percentage of the loan amount, including foreign interest and other costs related to the foreign loan that the borrower is certain to pay to the lender, loan guarantors, loan insurers, agents, and other related parties.

¹⁶ The disbursement plan is in accordance with the Loan Agreement. If the Loan Agreement does not specify a particular disbursement plan, based on the borrower's business plan and capital needs as stipulated in the Loan Agreement, the borrower shall proactively create a detailed projected disbursement plan on a monthly, quarterly, semi-annual, or annual basis.

¹⁷ The repayment plan is in accordance with the Loan Agreement. If the Loan Agreement does not specify a particular repayment plan, within the scope of the commitments in the loan contract, the borrower's projected business plan and ability to balance capital for repayment, the borrower shall detail the repayment plan on a monthly, quarterly, semi-annual, or annual basis.

¹⁸ Clearly state the interest payment period and the start date for interest payments.

¹⁹ Businesses should estimate their foreign currency loan utilization plan, specifying what percentage of the loan value will be sold to authorized credit institutions to obtain VND for domestic payments (including any future sales). For the portion of foreign currency not sold to credit institutions, businesses should clearly state the purposes for which the foreign currency will be used, such as paying for imported goods, paying foreign contractors, or repaying foreign currency debts, etc.