Guaranteed long Term Loans

Terms and conditons for non-government guaranteed external corporate loans

Following the adoption on 25 December 2013 of Decree 219/2013/ND-CP on the administration of non-state guaranteed loans and repayment of loans from abroad by companies, the State Bank of Vietnam published Recircular No 12/2014/TT-NHNNN setting out the terms and condition for non-state guaranteed loans from abroad by companies on 31 March 2014.

Firstly, the new point on the terms and condition of corporate loans is a more clear and open credit policy regime. As well as the loans for the purposes of the Businessplan, the Mortgagor's own investor scheme, the Circular allows the Mortgagor to grant long-term loans, medium-term loans for the purposes of the Businessplan, the Investor scheme of the Company in which the Mortgagor makes a directly contributed equity, provided that the Mortgagor's relationship to the overall volume of the Mortgagor's loans for such a Businessplan does not cause the Investor's investor scheme to breach the Mortgagor's rate of equity contributions to the Company.

Those businessplanes, investments must be authorized by the relevant authorities and comply with the approvals of the borrowers or companies for which the borrowers have a directed equity outlay. In the case of investments granted with an investmentcertificate, the borrower's long and medium-term debts (including the amount of national debts ) for such a venture may not exeed the amount of the differential between the aggregate invested equity and the paid-up equity in the investmentcertificate.

In terms of the Businessplan, the amount of the long and mid-term debts (including the amount of the local debt) of the Mortgagor may not be higher than the amount of the request for such a Businessplan, an Businessplan, which is an Businessplan without an Investitionszertifikat (Investment Certificate), an Investitionsvorhaben (Investment Project), which has been authorized by the relevant authorities in accordance with the law. In addition, the borrowers are permitted to grant loans abroad to restructure loans abroad without increasing the borrowing costs.

As regards the credit denomination, the circular clearly provides that borrowing from abroad is not permitted in the Vietnamese Dong, except in the following circumstances: i) the Mortgagor is a microfinance establishment, ii) the Mortgagor is a FDI and loans from the Vietnam Dong dividends disbursed from FDI lenders who are FDI borrowers, or iii) have been authorized by the Governor of the State Bank of Vietnam.

A further striking point is that the Circular allows borrowers and lenders to voluntarily agree on external borrowing charges, as well as interest and other charges, unless the Governor of the State Bank of Vietnam regulates otherwise. This circular also lays down terms and conditons for loans granted abroad by financial intermediaries and branch offices of non-resident financial intermediaries.

This circular shall enter into force on 15 May 2014.