Thông tư 12/2021/TT-NHNN quy định về tổ chức tín dụng, chi nhánh ngân hàng nước ngoài mua, bán kỳ phiếu, tín phiếu, chứng chỉ tiền gửi, trái phiếu do tổ chức tín dụng, chi nhánh ngân hàng nước ngoài khác phát hành trong nước do Ngân hàng Nhà nước Việt Nam ban hành

CIRCULAR

PRESCRIBING CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES’ TRADING OF PROMISSORY NOTES, TREASURY BILLS, DEPOSIT CERTIFICATES AND BONDS DOMESTICALLY ISSUED BY OTHER 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;

Pursuant to the Law on Securities dated November 26, 2019;

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

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

The Governor of the State Bank of Vietnam (SBV) promulgates a Circular prescribing credit institutions and foreign bank branches’ trading of promissory notes, treasury bills, deposit certificates and bonds domestically issued by other credit institutions and foreign bank branches. 

Article 1. Scope

1. This Circular provides regulations on credit institutions and foreign bank branches’ trading of promissory notes, treasury bills, deposit certificates and bonds which are domestically issued by other credit institutions and foreign bank branches (hereinafter referred to as “financial instruments”) and unmatured, whereby buyers receive the ownership to financial instruments without a commitment to re-sell or re-purchase those financial instruments or reserving rights of recourse (hereinafter referred to as “trading of financial instruments”).

2. The following activities shall not be subjected to the scope of this Circular:

a) Trading of financial instruments issued by credit institutions and foreign bank branches on the international market;

b) Trading of bonds issued by credit institutions under the Government's guarantee;

c) Domestic issuance of financial instruments by credit institutions and foreign bank branches; credit institutions’ repurchase and swap of bonds they issued;

d) Repo or reverse repo transactions in financial instruments between credit institutions and foreign bank branches;

dd) Transfer of ownership to financial instruments due to collateral disposition. The transfer of ownership in this case shall be carried out in accordance with law regulations on secured transactions.

Article 2. Regulated entities

Sellers and buyers of financial instruments, including:

1. Credit institutions and foreign bank branches established and operating according to the Law of Credit Institutions, including: commercial banks, cooperative banks, foreign bank branches, and finance companies (hereinafter referred to as “credit institutions/FBBs”).

2. Vietnamese and foreign organizations and individuals carrying out the trading of financial instruments with credit institutions/FBBs.

Article 3. Rules for trading of financial instruments

1. Credit institutions/FBBs are allowed to carry out the trading of financial instruments according to the contents about trading of corporate bonds and/or other financial instruments specified in their licenses issued by SBV.

2. Buyers and sellers shall assume legal responsibility for their compliance with regulations herein and relevant laws when carrying out trading of financial instruments.

3. VND (Vietnamese Dong) shall be the currency used in trading of financial instruments.

4. The financial instrument to be purchased or sold is under the lawful ownership of the seller and is not matured; the seller undertakes that the financial instrument is not in any disputes, is eligible for trading as prescribed by law, and is not undergoing any discounting or rediscounting.

5. Credit institutions/FBBs shall carry out the trading of bonds in accordance with the Law on Credit Institutions, the Law on Securities, Government’s Decrees on issuance of corporate bonds, legislative documents providing guidance on the Law on Securities, relevant laws and this Circular.

6. Credit institutions/FBBs shall only purchase promissory notes, treasury bills and deposit certificates whose remaining term to maturity is less than 12 months.  The remaining term to maturity is the length of time commencing on the date of payment for the financial instrument as prescribed in Clause 3 Article 4 hereof and ending on the maturity date of that financial instrument on which its principal and interest must be fully paid.

7. FBBs shall not be allowed to purchase convertible bonds.

8. Credit institutions/FBBs shall only carry out trading of financial instruments issued by finance companies or finance lease companies with organizations (including credit institutions/FBBs).

Article 4. Transaction information

The form of transactions in financial instruments must comply with relevant laws.  An agreement on trading of financial instrument shall, inter alia, include the following contents:

1. Information about the seller and the buyer.

2. Name of the financial instrument; issuer; term, maturity date and value determined according to face value of the financial instrument.

3. Date of payment for financial instrument.

4. Payment amount for financial instrument.

5. Rights and obligations of the seller and the buyer.

Article 5. Internal regulations

1. Pursuant to regulations of the Law on Credit Institutions, this Circular and relevant laws, credit institutions/FBBs shall promulgate their internal regulations on trading of financial instruments which must be conformable with their management models, business characteristics and conditions, and ensure their safe operation.

2. Responsibilities and obligations of each department and individual involved in trading of financial instruments must be specified in the internal regulations.  

3. Internal regulations shall include at least business processes and regulations on management risks associated with trading of financial instruments.

Article 6. Implementation

1. This Circular comes into force from October 27, 2021.

2. This Circular provides amendments to the Circular No. 01/2021/TT-NHNN dated March 31, 2021 of the SBV's Governor on domestic issuance of promissory notes, treasury bills, deposit certificates and bonds by credit institutions and foreign bank branches. To be specific:

a) Clause 1 Article 4 is amended as follows:

“1. Buyers of financial instruments are domestic organizations (including credit institutions and FBBs), Vietnamese people, and foreign organizations and foreigners, except those specified in Clause 2, Clause 3 and Clause 4 of this Article.”

b) Clause 4 is added to Article 4 as follows:

“4. With regard to financial instruments which are promissory notes, treasury bills and deposit certificates, credit institutions and FBBs shall only purchase financial instruments whose term is less than 12 months.”

Article 7. Implementation

The Chief of Office, the Director of the Monetary Policy Department, heads of units affiliated to the State Bank of Vietnam, credit institutions and foreign bank branches shall organize the implementation of this Circular./.

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This document is handled by Dữ Liệu Pháp Luật . Document reference purposes only. Any comments, please send to email: [email protected]