How tycoon Truong My Lan circumvents law to issue blank bonds

Truong My Lan, chairwoman of real estate developer Van Thinh Phat Group, has been accused of selling 309 million bonds to a group of primary companies before selling them to residents, to circumvent a regulation that says "an issuer is only allowed to sell bonds to fewer than 100 investors, excluding professional securities investors".

The accusation against Lan, 68, and her accomplices was made by the Ministry of Public Security's investigative agency (C03) following the second phase of the investigation into the Van Thinh Phat scam.

In 2018, Lan met with senior leaders of Saigon Commercial Bank (SCB) and Tan Viet Securities JSC (TVSI) - two legal entities that she owned over 91% in, to draft a bond issuance plan to resolve financial difficulties.

They decided to issue bonds without collateral through four subsidiaries of Van Thinh Phat, namely An Dong Investment Group JSC, Quang Thuan Investment JSC, HCM City Commercial Services JSC, Sunny World Investment and Development JSC, and Setra Corp. This plan was proposed by Nguyen Phuong Hong, board member and deputy CEO of SCB.

Lan also selected five other companies in the Van Thinh Phat ecosystem to sign contracts to purchase the bonds from the above four firms and Sai Gon Peninsula Group Corporation (partner) to create short cash flow at SCB, qualifying them as primary bondholders.

Of the four issuers, An Dong, Sunny World and Quang Thuan were eligible to issue bonds, while Setra actually suffered losses. However, the defendants bribed the auditors of A&C Auditing and Consulting Co., Ltd. to adjust the financial statements and audit results so that Setra was eligible to issue bonds.

According to Article 2 of the government’s Decree 90/2011 and Article 4 of Decree 163/2018 on corporate bond issuance, "enterprises are allowed to issue private placement bonds to fewer than 100 investors, excluding professional securities investors".

To circumvent this regulation, Lan's group came up with a plan to create and sign false economic contracts (buying and selling bond shares and borrowing money) between the four issuers and the five primary bondholder companies, partner companies and hired individuals. This aimed to legalize the purpose of bond issuance, which was to raise capital to invest in profitable projects.

Individuals were hired to sign blank transaction documents (deposits, withdrawals and transfers) and these transactions were accounted on the SCB system the same day to create a cash flow of VND30.87 trillion ($1.21 billion) for the primary bondholders to transfer to the four issuers to buy nearly 309 million bonds.

After legalizing the status of primary bondholders, Lan and her accomplices created 25 blank bond packages and sold them to 35,824 secondary investors.

Under Lan's direction, the four issuers signed consulting contracts with Tan Viet Securities (TVSI) to represent them in issuing bond packages to the people and submitted the bond issuance schemes to the Ministry of Finance, the State Securities Commission, and the Hanoi Stock Exchange for approval.

TVSI sold the bond packages for An Dong, Quang Thuan and Setra and collected money from thousands of investors. Meanwhile, Sunny World’s bond package was transferred to Saigon-Hanoi Bank (SHB) for sale.

Vo Tan Hoang Van, general director of SCB, directed the lender’s sales department to develop plans to train more than 2,000 staff at 239 SCB branches.

The investigative agency determined that, through the cooperation contracts for bond purchases, the defendants manipulated and used the system, human resources, and working processes of TVSI and SCB to sell bonds and collect the proceeds. The money was used for other purposes beyond those stated in the issuance plans.

Of the VND415 trillion ($16.32 billion) they withdrew from SCB, VND255 trillion ($8.85 billion) was used to pay loans at SCB, VND1.84 trillion for implementing projects, VND15.14 trillion for her accomplices, VND5.6 trillion for paying loans at other banks, and VND1.65 trillion for paying bond principal and interest.

In the first phase of the case, the Ho Chi Minh City People’s Court in April 2024 sentenced Lan to death for causing losses of VND677 trillion ($26.6 billion) to SCB. She has appealed the sentence.

According to the judgment, from 2011, Lan acquired three weak private banks to merge them into SCB. Abusing the government's SCB restructuring policy, Lan turned the bank into a financial tool to mobilize capital for herself and the Van Thinh Phat ecosystem.

During her 10 years of running SCB, Lan directed her accomplices to disburse over 2,500 loans to the Van Thinh Phat ecosystem. By October 2022, Lan and the ecosystem still had nearly 1,300 outstanding loans worth VND677 trillion ($27.09 billion) in principal and interest.

In the second phase, Lan was charged with fraudulent appropriation of assets, money laundering, and illegal cross-border currency trafficking, along with 33 other individuals.

Van Thinh Phat Group has more than 1,000 businesses including subsidiaries and affiliates in Vietnam and abroad, which are divided into many layers. They have been referred to as the Van Thinh Phat ecosystem.