Circular No. 07/2007/TT-NHNN dated November 29, 2007 of the State Bank of Vietnam guiding the implementation of a number of contents of the Government’s Decree No. 69/2007/ND-CP dated April 20, 2007, on purchase of shares of Vietnamese commercial banks by foreign investors
THE STATE BANK
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
Hanoi, November 29, 2007
GUIDING THE IMPLEMENTATION OF A NUMBER OF CONTENTS OF THE GOVERNMENT’S DECREE NO. 69/2007/ND-CP DATED APRIL 20, 2007 ON PURCHASE OF SHARES OF VIETNAMESE COMMERCIAL BANKS BY FOREIGN INVESTORS
Pursuant to the Government's Decree No. 69/2007/ND-CP dated April 20, 2007(below referred to as the Decree), on purchase of shares of Vietnamese commercial banks by foreign investors, the State Bank of Vietnam guides the implementation of this Decree as follows:
1.Scope of regulation
This Circular guides a number of contents of the Decree on purchase of shares of unlisted Vietnamese commercial banks by foreign investors.
2. Conditions for a Vietnamese commercial bank to sell shares to foreign investors
2.1. It must have a charter capital of at least Vietnamese dong one trillion.
2.2. It has a non-performing debt ratio of 3% or less by the time it requests the State Bank of Vietnam to consider and permit the sale of shares to foreign investors.
2.3. Its business operation in the year preceding the year of sale of shares to foreign investors was profitable.
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2.4. The membership and structure of its Board of Directors and Control Board are in accordance with law and members of its Board of Directors and Control Board and its executive officers have committed no serious violation of regulations on bank management, control and administration during their term in office.
2.5. Its inspection, control and internal audit systems perform their duties in strict compliance with the State Bank of Vietnam's regulations.
2.6. It has not been administratively sanctioned with a fine of VND 5 million or more for a violation of the State Bank of Vietnam’s regulations on safety ratios, classification of debts, or setting up and use of reserves to offset credit risks in banking operations over the last 24 months (for Vietnamese commercial banks having been in operation for 24 months or more) or during the period from the date it commenced its operation to the date of its request for the _ State Bank of Vietnam's consideration and approval for sale of shares to foreign investors (or those having been in operation for less than 24 months).
3. Transfer of shares by foreign investors
The transfer of Vietnamese commercial bank shares by foreign investors shall comply with the provisions of Article 13 of the Decree and the State Bank of Vietnam's regulations on transfer of shares by domestic shareholders.
4. Dossiers for purchase of shares of Vietnamese commercial banks by foreign investors
4.1. For organizations, a dossier comprises:
a) An application for share purchase permission, signed by an authorized person, made according to the form set in Appendix l (not printed herein);
b) Legal documents on establishment and operation of the organization applicant (copies certified by a competent authority of the country of origin);
c) Its charter;
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d) Financial statement of the year preceding the year of share purchase already audited by an independent audit organization;
e) Written power of attorney by the representative at law to the person representing the stockholding in the Vietnamese commercial bank;
f) Written powers of attorney by the representative at law to other persons to sign documents related to the share purchase dossier (if the representative at law does not sign these documents);
g) For a foreign credit institution, there must be an international credit rating agency's written certification of its latest rating (within one year from the date of filling the application for share purchase permission). For a foreign strategic investor, there must be its written commitment to assisting the Vietnamese commercial bank in developing banking products and services, improving management and administration capacity and applying modern technology;
h) Curricula vitae of the representative at law and the person authorized to represent the foreign organization's shareholding in the Vietnamese commercial bank, made according to the form in Appendix 3 (not printed herein), and copies of their passports or other personal identifications.
4.2. For individuals, a dossier comprises:
a) An application for share purchase permission, made according to the form set in Appendix 2 (not printed herein);
b) A copy of the applicant's passport or other lawful personal identification;
c) Curriculum vitae of the applicant, made according to the form in Appendix 3 (not printed herein);
d) Documents evidencing lawful financial sources.
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Except for the application for share purchase permission and written certification of an international credit rating agency, all documents specified in this Clause must be legalized by consular offices or certified by competent authorities.
4.3. A dossier mentioned in this Clause must be made in two sets: One set in Vietnamese (notarized by a Vietnamese notary public) and another in a foreign language (English, French or Chinese).
5. A Vietnamese commercial bank's dossier of application for approval of sale of shares to foreign investors comprises:
5.1. A written request of the chairman of the Board of Directors for the State Bank of Vietnam Governor’s approval of sale of shares to foreign investors or proposal on sale of shares to foreign investors to be submitted to the Prime Minister for approval, for the cases specified at Point 8.4, Clause 8 of this Circular. This written request must clearly state that the foreign investors and the Vietnamese commercial bank have (or have not yet) satisfied all the conditions specified in Article 12 of the Decree and Clauses 2 and 3 of this Circular.
5.2. A minutes of the Shareholder General Meeting adopting the plan on charter capital increase (for joint-stock commercial banks) or the Prime Minister's written approval of the equitization plan (for state commercial banks) specified at Point 5.3 of this Clause.
5.3. The charter capital increase plan or the equitization plan of the Vietnamese commercial bank, in which the following principal details on the sale of shares to foreign investors must be stated:
a) Mode and expected time of selling shares to foreign investors.
b) Criteria for selecting foreign strategic investors.
5.4. A list of foreign investors expected to purchase shares, clearly stating at least the following contents:
a) Full names, addresses of permanent residence, nationalities, numbers of identity cards or passports or other lawful personal identifications of individual investors (including foreign investors being individuals, their individual affiliates or representatives at law and persons representing shareholdings of foreign investors being organizations in the commercial bank);
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