THE STATE BANK
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No. 787/2004/QD-NHNN
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Hanoi. June 24, 2004
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DECISION
PROMULGATING THE PROVISIONAL
REGULATION ON THE REGISTRATION OF LISTING AND ISSUANCE OF STOCKS TO THE PUBLIC
BY JOINT-STOCK COMMERCIAL BANKS
THE STATE BANK GOVERNOR
Pursuant to December 12, 1997 Law No. 01/1997/QH10 on
Vietnam State Bank and Law No. 02/1997/QH10 on Credit Institutions; and June
17, 2003 Law No. 10/2003/QH11 Amending and Supplementing a Number of Articles
of the Law on Vietnam State Bank;
Pursuant to the Government's Decree No. 86/2002/ND-CP of November 5, 2002
defining the functions, tasks, powers and organizational structures of the
ministries and ministerial-level agencies;
Pursuant to the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on
securities and securities market;
Pursuant to the Government's Decree No. 49/2000/ND-CP of September 12, 2000 on
the organization and operation of commercial banks;
Pursuant to the Prime Minister's Decision No. 172/1999/QD-TTg of August 19,
1999, permitting credit institutions to set up securities companies and
participate in stock listing;
At the proposal of the Director of the Department for Banks and Non-Bank Credit
Institutions,
DECIDES:
Article 1.- To promulgate together with this
Decision the "Provisional Regulation on the registration of listing and
issuance of stocks to the public by joint-stock commercial banks".
Article 2.- This Decision takes implemen-tation
effect 15 days after its publication in the Official Gazette.
Article 3.- The director of the Office; the
director of the Department for Banks and Non-Bank Credit Institutions; the
heads of the concerned units of Vietnam State Bank; the directors of the State
Bank's provincial/municipal branches and joint-stock commercial banks shall
have to implement this Decision.
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FOR THE STATE BANK GOVERNOR
DEPUTY GOVERNOR
Tran Minh Tuan
PROVISIONAL REGULATION
ON THE REGISTRATION OF LISTING AND
ISSUANCE OF STOCKS TO THE PUBLIC BY JOINT-STOCK COMMERCIAL BANKS
(Promulgated together with the State
Bank Governor's Decision No. 787/2004/QD-NHNN of June 24, 2004)
Chapter I
GENERAL PROVISIONS
Article 1.- This Regulation applies to
joint-stock commercial banks which register the listing and issuance of stocks
to the public at the Securities Trading Center or the Stock Exchange.
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Chapter II
SPECIFIC PROVISIONS
Section 1. REGISTRATION OF STOCK LISTING
Article 3.- Conditions for a joint-stock
commercial bank to register the listing of stocks:
1. The actual charter capital (including the actually
contributed charter capital minus the accumulated amount and risks not yet
covered by the risk reserve fund) must be at least equal to the prescribed
legal capital in each period.
2. Having operated for at least 5 years and earning profits
for 2 latest consecutive years, counting from the time of application for stock
listing.
3. The percentage of bad debts (including overdue debts,
pending-settlement debts, frozen loan debts which are reflected in monthly
balance sheets, debts transferred to debt-managing and asset-exploiting
companies for capital recovery for joint-stock credit institutions) on the
total loan debt balance for 2 latest consecutive years is under 3 percent.
4. Not violating the regulations on safety in banking
activities and other law provisions, not being sanctioned for administrative
violations in the field of monetary and banking activities with a fine of over
VND 1,000,000 (one million) for at least one year, counting up to the time of
application for stock-listing registration.
5. Observing the stock-holding limit prescribed by the State
Bank Governor.
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7. Having full dossiers prescribed in Article 4 of this
Regulation.
Article 4.- A joint-stock commercial bank's
dossier of application for the State Bank's approval of stock listing registration
comprises:
1. The Managing Board Chairman's application sent to the
State Bank for stock listing registration, which explains and commits to meet
all the conditions prescribed in Article 3 of this Regulation, enclosed with
relevant proving documents.
2. The Shareholders General Assembly's resolution approving
the contents in the Managing Board Chairman's application stated in Clause 1 of
this Article.
3. The list of shareholders holding 5% or more of the bank's
charter capital, the list of registered shareholders (including shareholders
and number of shares and stocks of the subjects as prescribed in Article 6 of
this Regulation), counting up to the time of application for stock listing
registration.
4. Commitment to observe the current law provisions, made by
the subjects stated in Article 6 of this Regulation.
5. A scheme on stock listing, identifying advantages and
difficulties, especially the bank's handling and management solutions to
prevent changes that can adversely affect banking activities; timely handling
of banned acts prescribed from Articles 103 thru 108, Chapter XI of the
Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and
securities market.
Article 5.-
1. Joint-stock commercial banks shall each send 2 sets of complete
principal dossiers prescribed in Article 4 of this Regulation to the State
Bank's provincial/municipal branches (in the localities where the joint-stock
commercial banks are headquartered) for consideration and settlement.
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3. Within 20 working days after receiving the reports from
the State Banks' provincial/municipal branches, enclosed with full dossiers as
prescribed, Vietnam State Bank shall consider and approve in writing, or
request in writing the State Bank's provincial/municipal branches to direct the
units to supplement and explain the dossiers strictly according to regulations.
Article 6.- The transfer of stocks by members
of the Managing Board, members of the Control Board or the general director
(during their tenures or during the time the material consequences are
addressed under the Shareholders General Assembly's resolu-tion), stocks of
foreign shareholders and share-holders holding more than 10% of the charter
capital or holding more than 10% of the voting-right share capital, shall
comply with Article 14 "Regulations on shareholders, shares, stocks and
charter capital of the State-run and people's joint-stock commercial
banks", promulgated together with the State Bank Governor's Decision No.
1122/2001/QD-NHNN of September 4, 2001.
Section 2. ISSUANCE OF STOCKS TO THE PUBLIC
Article 7.-
1. Joint-stock commercial banks which have already listed
their stocks must obtain the State Bank's written approval of the increase of
their charter capital by issuing stocks to the public before proposing the
State Securities Commission to grant certificates of stock issuance
registration.
2. A dossier of application for such approval comprises:
a/ The Managing Board Chairman's application (clearly
stating the reasons and necessity);
b/ The Shareholders General Assembly's resolution on the
increase of the charter capital;
c/ A scheme on issuance of stocks to the public, approved by
the General Assembly of Shareholders. The scheme's contents must mention the
number of issued stocks, estimated prices, time and schedule for each drive of
issuance in the general issuance plan;
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Article 8.- Joint-stock commercial banks must
make dossiers as prescribed in Clause 2 of Article 7 (2 principal sets) and
send them to the State Bank's provincial/municipal branches of the localities
where the banks are headquartered. Within 15 working days after receiving the complete
dossiers, the State Bank's provincial/municipal branches shall examine them and
approve in writing the units' increase of the charter capital. In cases where
they deem that the dossiers fail to comply with the regulations or the change
is unnecessary and incompliant with law provisions, the State Bank's
provincial/municipal branches shall request in writing the supplements or
clearly state the reasons for their disapproval and send them to the
joint-stock commercial banks for implementation.
Section 3. INFORMATION AND REPORTING REGIME
Article 9.-
1. Within 10 working days after being licensed for stock
listing by the State Securities Commission, the Managing Board of the
joint-stock commercial bank must send the copies of such certificate to Vietnam
State Bank (the Department for Banks and Non-Bank Credit Institutions) and its
provincial/municipal branch in the locality where the bank is headquartered.
2. Within 15 working days after the end of the time limit
for issuance of stocks to the public, the Managing Board of the joint-stock
commercial bank must send a written report on implementation results, enclosed
with the copy of the State Securities Commission's written certification of the
number and the total value of the issued stocks, to Vietnam State Bank (the
Department for Banks and Non-Bank Credit Institutions) and its
provincial/municipal branch in the locality where the joint-stock commercial
bank is headquartered.
Article 10.- By the 15th day of the
first month of each quarter at the latest, the joint-stock commercial banks
must send reports on changes in the shareholders holding 5% or more of the
charter capital (the list of shareholders, the value of shares purchased and
sold by each shareholder and the percentage of shares they hold) in the previous
quarter to Vietnam State Bank (the Department for Banks and Non-Bank Credit
Institutions) and its provincial/municipal branches in the localities where the
joint-stock commercial banks are headquartered.
Article 11.- In case of deeming that the trading
of stocks by joint-stock commercial banks at the Securities Trading Center or
the Stock Exchange leads to changes, which adversely affect the financial
situation and threaten the banks' solvency, the joint-stock commercial banks
must send written reports on their financial situation, the remedial measures
already applied or to be applied to Vietnam State Bank and the State Securities
Commission for consideration and settlement according to law provisions and
their respective State management functions and tasks.
Section 4. RESPONSIBILITIES OF THE UNITS UNDER THE STATE
BANK
Article 12.- The State Bank's
provincial/municipal branches in the localities where joint-stock commercial
banks are headquartered shall have to:
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2. Receive and evaluate dossiers and approve or disapprove
in writing the joint-stock commercial banks' charter capital increase by
issuing stocks to the public.
Article 13.- The Department for Banks and
Non-Bank Credit Institutions shall have to receive and evaluate dossiers and
submit them to the State Bank Governor for approval or disapproval of
joint-stock commercial banks' stock listing registration at the State
Securities Commission.
Article 14.- The State Bank's Inspectorate shall
have the responsibilities:
1. Within 5 working days after receiving the proposal of the
Department for Banks and Non-Bank Credit Institutions, enclosed with relevant
dossiers, the State Bank's Inspectorate shall have to evaluate them, give their
written opinions on the satisfaction of the conditions prescribed in Clauses 1,
2, 3, 4, 5 and 6, Article 3 of this Regulation by the joint-stock commercial
banks which apply for stock listing, and send them to the Department for Banks
and Non-Bank Credit Institutions for synthesis and submission to the State Bank
Governor for decision.
2. To base itself on the results of inspection and
supervision of the joint-stock commercial banks' operation and observance of
the State Bank's regulations to propose handling measures strictly according to
law provisions.
Chapter III
IMPLEMENTATION PROVISIONS
Article 15.-
1. In the course of implementation, if meeting with any
problems, the units should report them in writing to Vietnam State Bank (the
Department for Banks and Non-Bank Credit Institutions) for synthesis and timely
submission to the State Bank Governor for decision.
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