Thông tư 33/2019/TT-NHNN sửa đổi Thông tư 34/2013/TT-NHNN quy định về phát hành kỳ phiếu, tín phiếu, chứng chỉ tiền gửi, trái phiếu trong nước của tổ chức tín dụng, chi nhánh ngân hàng nước ngoài do Thống đốc Ngân hàng Nhà nước Việt Nam ban hành

CIRCULAR

AMENDMENTS TO THE CIRCULAR NO. 34/2013/TT-NHNN DATED DECEMBER 31, 2013 BY THE GOVERNOR OF THE STATE BANK OF VIETNAM ON DOMESTIC ISSUANCE OF PROMISSORY NOTES, TREASURY BILLS, DEPOSIT CERTIFICATES AND BONDS BY CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010 and the Law on Amendments to the Law on Credit Institutions dated November 20, 2017 (hereinafter referred to as “the Law on Credit Institutions”);

Pursuant to the Law on Securities dated June 29, 2006 and the Law on amendments to the Law on securities dated November 24, 2010 (hereinafter referred to as “the Law on Securities”);

Pursuant to the Government's Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds (hereinafter referred to as “Decree No. 163/2018/ND-CP”);

Pursuant to the Government’s Decree No. 16/2017/ND-CP dated February 17, 2017 defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam (hereinafter referred to as “SBV”);

At the request of the Director of the Monetary Policy Department;

The Governor of the State Bank of Vietnam promulgates this Circular providing amendments to the Circular No. 34/2013/TT-NHNN dated December 31, 2013 of the Governor of the State Bank of Vietnam on domestic issuance of promissory notes, treasury bills, deposit certificates and bonds by credit institutions and foreign bank branches (hereinafter referred to as “Circular No. 34/2013/TT-NHNN”).

Article 1. Amendments to the Circular No. 34/2013/TT-NHNN:

1. Article 11 is amended as follows:

“Article 11. Interest rates

1. The interest rates of financial instruments issued by credit institutions or foreign bank branches shall be conformable with regulations on interest rates adopted by SBV in each period. The interest rates of bonds must be also comply with regulations of the Law on Securities, Decree No. 163/2018/ND-CP, and legal documents elaborating the Law on Securities.

2. Methods of calculation of interests on financial instruments shall comply with SBV’s regulations.”.

2. Article 16 is amended as follows:

“Article 16. Payment of financial instruments

1. Methods of payment of principal and interest on a financial instrument shall be decided by the credit institution or foreign bank branch in conformity with relevant laws and must be informed to buyers before issuing the financial instrument.

2. The payment of the financial instrument before maturity date shall be decided by the credit institution or foreign bank branch at the request of the buyer in a manner that ensures its maintenance of prudential ratios. The interest rate applied in the case of payment of the financial instrument before maturity shall comply with SBV’s regulations.”.

3. Clause 1 Article 17 is amended as follows:

“1. The ownership of a financial instrument shall be transferred in the forms of sale, purchase, donation, exchange and inheritance in conformity with relevant law provisions.”

4. Article 18 is amended as follows:

“Article 18. Redemption of bonds before maturity and bond swap

Credit institutions shall redeem bonds before maturity and perform bond swap in accordance with the Law on Securities, Decree No. 163/2018/ND-CP and relevant laws.”.

5. Article 20 is amended as follows:

“Article 20. Bond issuance rules

1. A credit institution that performs the private placement of bonds shall comply with Decree No. 163/2018/ND-CP, provisions herein and relevant laws. Regarding the requirement set forth in Point g Clause 1 Article 10 of Decree No. 163/2018/ND-CP, the credit institution shall comply with provisions in Clause 1 Article 130 of the Law on Credit Institutions and SBV’s guidelines.

2. A credit institution that performs the public offering of bonds shall comply with the Law on Securities, provisions herein and relevant laws.”.

6. Article 21 is amended as follows:

“Article 21. Approval of bond issuance plans

1. The plan for private placement of bonds must be approved by a competent authority as prescribed in Decree No. 163/2018/ND-CP.

2. The plan for public offering of bonds requires both approval from a competent authority of the credit institution in accordance with the Law on Securities and approval from SBV.”.

7. Article 22 is amended as follows:

“Article 22. Application for SBV’s approval of plan for public offering of bonds

1. The application for approval of the plan for public offering of bonds by a credit institution which must bear the signature of the legal representative of that credit institution and specify the assessment of its fulfillment of conditions for public offering of bonds, including financial performance (after-tax profit) in the year preceding the year of issuance, paid-in charter capital at the date of issuance, profits or losses accumulated until the year of issuance, accounts payable more than one year overdue, the funding plan and use of funds in the year of issuance.

2. The plan for public offering of bonds approved by a competent authority of the credit institution shall include, inter alia, the following contents:

a) Total face value of bonds issued;

b) Name, term and interest rate of the bond and eligible buyers;

c) Location, form and method of bond issuance;

d) The plan for public offering of convertible bonds or warrant-linked bonds must also include the contents specified in Clause 1 Article 24 of this Circular.

3. The plan for use of funds obtained from the public offering of bonds and debt repayment approved by a competent authority of the credit institution. The competent authority of the credit institution that gives approval of the plan for use of funds obtained from the public offering of bonds and debt repayment is also the one giving approval of the plan for public offering of bonds.

4. The written undertaking by the credit institution to perform duties towards bond buyers regarding issuance conditions, payment and assurance of rights and legitimate interests of bond buyers as well as other conditions.

5. Decisions made by the competent authority of the credit institution giving approval of the plan for public offering of bonds and the plan for use of funds obtained from the public offering of bonds and debt repayment”.”

8. Article 23 is amended as follows:

“Article 23. Procedures for approval of plans for public offering of bonds of credit institutions

1. The credit institution shall submit an application for approval of the plan for public offering of bonds as prescribed in Article 22 hereof to SBV (via the Monetary Policy Department). SBV shall request the credit institution to complete the submitted application which is inadequate or invalid within 07 working days from the receipt of the application.

2. Within 30 working days from the receipt of the adequate and valid application, SBV shall give a written approval or refusal to give approval of the plan for public offering of bonds.".

9. Article 24 is amended as follows:

“Article 24. Requirements to be fulfilled when issuing convertible bonds or warrant-linked bonds

1. If a credit institution wishes to issue convertible bonds or warrant-linked bonds, its bond issuance plan must include the contents about the conversion of bonds into shares or the right to purchase shares by holders of warrant-linked bonds. To be specific:

a) Bond buyers must comply with law regulations on limits on contributed capital or purchased shares applicable at the time when they convert bonds for shares or purchase shares if holding warrant-linked bonds;

b) The conversion of convertible bonds for shares or exercise of the right to purchase shares by holders of warrant-linked bonds shall be made after having obtained SBV's approval of its charter capital increase in accordance with SBV’s regulations on application and procedures for approval of charter capital increase by credit institutions.

2. Both the credit institution and holders of convertible bonds or warrant-linked bonds shall comply with SBV’s regulations on application and procedures for approval of charter capital increase by credit institutions when converting bonds for shares or exercising the right to purchase shares. “.

10. Article 25 is amended as follows:

“Article 25. Organization of issuance of financial instruments

1. Credit institutions and foreign bank branches shall take initiative in organizing their issuance of promissory notes, treasury bills and deposit certificates in accordance with Article 19 hereof.

2. Credit institutions shall make private placement of bonds according to their plans for private placement of bonds approved by competent authorities and in conformity with Decree No. 163/2018/ND-CP.

3. Credit institutions shall make public offering of bonds according to their approved plans for public offering of bonds and in conformity with the Law on Securities”.”

11. Clause 3 Article 26 is amended as follows:

“3. Take responsibility for the accuracy, truthfulness and adequacy of documents included in applications for SBV’s approval of plans of public offering of bonds by credit institutions”.”

12. Article 27 is amended as follows:

“Article 27. SBV’s affiliated units

1. The Monetary Policy Department shall:

Play the leading role and cooperate with relevant units to consider applications for SBV’s approval of plan for public offering of bonds submitted by credit institutions and submit valid applications to SBV's Governor to make decision.

2. Banking Supervision Agency shall:

a) Provide information at the request of the Monetary Police Department about the fulfillment of requirements set forth in the Law on Securities by credit institutions that make public offering of bonds;

b) Cooperate with the Monetary Policy Department to consider and give specific opinions about the approval or refusal to give approval of plans for public offering of bonds by credit institutions;

c) Carry out inspection and take actions, within its competence, or request the SBV’s Governor to take actions against violations against regulations herein.

3. The Department of Finance and Accounting shall:

Request the SBV’s Governor to give guidance on financial and accounting works regarding the issuance of financial instruments by credit institutions and foreign bank branches”.”

Article 2. Implementation

1. This Circular comes into force from February 19, 2020.

2. This Circular shall nullify:

a) Clause 5, Clause 6 Article 2; Appendix 01; Appendix 02 of the Circular No. 34/2013/TT-NHNN;

b) Circular No. 16/2016/TT-NHNN dated June 30, 2016 of the Governor of the State bank of Vietnam providing amendments to the Circular No. 34/2013/TT-NHNN.

3. The bond issuance plans which have been approved by competent authorities of credit institutions or by SBV before the effective date of this Circular shall remain valid, except for cases of redemption of bonds before maturity where credit institutions are required to comply with the Law on Securities, Decree No. 163/2018/ND-CP and relevant laws.

Article 3. Implementation organization

Chief of the Ministry’s Office, the Director of the Monetary Policy Department, Heads of SBV’s affiliated units, Directors of SBV’s branches in provinces and central-affiliated cities, Chairpersons of the Boards of Directors, Chairpersons of the Boards of Members and General Directors (Directors) of credit institutions and foreign bank branches shall implement this Circular./.

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