Circular No. 06/2010/TT-NHNN guiding on organization, governance, management, charter capital, share transfer, and amendment and supplement of licenses and charters of commercial banks.

CIRCULAR

Guidelines on organization, governance, management, charter capital, share transfer

of commercial banks' charter

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Pursuant to the Law on the State Bank of Vietnam 1997, the Law Amending and Supplementing Certain Provisions of the Law on the State Bank of Vietnam 2003;

Pursuant to the Law on Credit Institutions 1997, the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions 2004;

Pursuant to the Enterprise Law 2005;

Pursuant to Decree No. 96/2008/NĐ-CP dated August 26, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Pursuant to Decree No. 59/2009/ND-CP dated July 16, 2009 of the Government on the organization and operation of commercial banks;

The State Bank of Vietnam (hereinafter referred to as the State Bank) guides the implementation of issues related to the organization, governance, management, charter capital, share transfer, supplementation, amendment of Licenses, Charters of commercial banks as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

Article 1. This Circular provides detailed guidance on the organization, governance, management, charter capital, share transfer, supplementation, amendment of Licenses, Charters of commercial banks as prescribed in Decree No. 59/2009/ND-CP dated July 16, 2009 on the organization and operation of commercial banks (hereinafter referred to as Decree No. 59).

Article 2. For joint venture commercial banks and wholly foreign-owned commercial banks; this Circular shall apply to matters not regulated in Circular No. 03/2007/TT-NHNN dated June 5, 2007 of the Governor of the State Bank guiding the implementation of Decree No. 22/2006/ND-CP dated February 28, 2006 of the Government on the organization and operation of foreign bank branches, joint venture banks, wholly foreign-owned banks, representative offices of foreign credit institutions in Vietnam.

Article 2. Applicability

1. Commercial banks (hereinafter referred to as banks);

2. Organizations and individuals related to the organization and operation of banks as prescribed in Article 1 of this Circular.

Article 3. Principles of dossier preparation and submission

1. Documents must be prepared in Vietnamese. Vietnamese copies and translations from English to Vietnamese must be certified by competent authorities in accordance with the provisions of the law.

2. Requests for the State Bank's approval or endorsement regarding matters prescribed in this Circular shall be signed by the Chairman of the Board of Directors or the legal representative of the bank. In case the Chairman of the Board of Directors or the legal representative authorizes another person to sign, the file must include a power of attorney established in accordance with the provisions of the law. The signer of the document is responsible for the accuracy and truthfulness of the file.

3. Banks' files shall be sent to the State Bank, State Bank branch through one of the following methods: direct submission; postal service; fax or email (with telephone confirmation), followed by submission of the original file to the State Bank for inspection and storage.

Chapter II

PROVISIONS ON ORGANIZATION, GOVERNANCE, MANAGEMENT

Section 1

HEADQUARTERS OF THE BANK

Article 4. Headquarters

Clause 1. The headquarters of the bank must meet the conditions stipulated in Clause 1 of Article 5 of this Circular. Any change in the location of the bank's headquarters must be approved in writing by the State Bank before implementation.

Clause 2. If the bank has the need to move one or more non-customer-facing departments outside the headquarters, it must ensure the conditions stipulated in Clause 2 of Article 5 of this Circular and notify the State Bank branch of the province or centrally-administered city where the bank's headquarters is located (hereinafter referred to as the State Bank branch) and the Banking Inspection and Supervision Authority (hereinafter referred to as the Inspection and Supervision Authority) at least 15 working days prior to implementation.

In the event that the bank moves some non-customer-facing departments within its headquarters to a different location outside the province or centrally-administered city where the headquarters is located, the bank must simultaneously notify the State Bank branch of the province or centrally-administered city where these departments are located within the aforementioned time limit.

Clause 3. In cases of emergency or force majeure events, the bank is permitted to move to a new location to ensure continuous and stable operations. Within a maximum period of five (05) working days from the date of the emergency relocation, the bank must issue a notification letter to the State Bank branch and the Inspection and Supervision Authority. This location must meet the minimum conditions stipulated in point a of Clause 1 of Article 5 of this Circular. Within a maximum period of ninety (90) days from the date of emergency relocation, the bank must rectify the situation, stabilize operations at the previous headquarters location, or proceed with procedures to request a change in the location of the headquarters according to regulations.

Article 5. Conditions for the main office

1. For the main office:

a) Must be located within the territory of Vietnam at a specific address with room number (if applicable), floor number, building name (for rented office buildings), house number, street name (alley street) or village, ward, town, district, city district, provincial city directly under the central government, province, centrally-administered municipality; telephone number, fax number; electronic information site of the bank (website address). In case the bank registers to place its main office at more than one house or building with different addresses, these houses or buildings must be adjacent to each other;

b) Must meet the conditions regarding security; conditions and standards for safekeeping of funds (in case the bank places its vault at the main office), storage of documents, fire prevention according to the provisions of the law;

c) Must have an information management system connecting online between the main office and branches and business units of the bank.

2. In case the bank has the need to transfer one or some non-customer-facing departments from the main office to another location outside the main office, this location must meet the following conditions:

a) Must be located within the territory of Vietnam at a specific address with room number (if applicable), floor number, building name (for rented office buildings), house number, street name (alley street) or village, ward, town, district, city district, provincial city directly under the central government, province, centrally-administered municipality; telephone number; fax number;

b) Must meet the conditions regarding security; conditions and standards for storage of documents, fire prevention and other relevant regulations according to the provisions of the law for specific business units transferred outside the main office;

c) Must have an information management system connecting online with the main office;

d) At this location, the bank shall not conduct transactions or carry out any business activities, hang signs or advertising that may cause misunderstanding that the bank has a new transaction location;

e) The bank shall bear full responsibility for organizing and managing the operations of departments located outside the main office in accordance with the provisions of the law.

Article 6. Documents for the State Bank's Approval of Changes in the Location of the Main Office

1. A document from the bank requesting the Governor of the State Bank to approve changes in the location of the main office, which must include the following minimum contents:

a) Reasons and necessity for changing the location of the main office;

b) Ability to meet the conditions stipulated for the proposed location of the main office;

c) Plan to maintain business operations during the relocation period to ensure continuity in the bank's operations.

2. Resolution of the Shareholders' Meeting (for joint-stock commercial banks); Decision of the owner (for limited liability companies with one member), Resolution of the Board of Directors (for limited liability companies with two or more members) approving the change in the location of the main office; and approval of amendments to the Bank's License and Charter on this issue.

3. Documents proving the bank's lawful right to use or lawful ownership of the main office at the new location.

Article 7. Procedures for Approval of Changes to the Location of a Bank's Head Office

1. In cases where a bank changes the location of its head office within the same province or centrally-run city:

a) The bank shall prepare a dossier (two original copies) in accordance with the provisions of Article 6 of this Circular and submit it to the State Bank (through the State Bank branch).

b) Within a maximum period of fifteen (15) working days from the date of receipt of the complete dossier of the bank as stipulated in point a of this clause, the State Bank branch shall be responsible for examining the proposed location for the bank's head office, assessing whether the bank meets the conditions prescribed in Clause 1, Article 5 of this Circular; and issuing a document along with one complete dossier requesting the Governor of the State Bank (through the Inspection and Supervision Department) to consider and decide. If the dossier and conditions do not comply with the provisions of this Circular and relevant laws, the State Bank branch shall issue a document guiding the bank to comply with the relevant laws.

c) Within a maximum period of ten (10) working days from the date of receipt of the document of the State Bank branch and the complete dossier attached as stipulated in Clause 2 of this Article, the Governor of the State Bank shall issue a document approving or disapproving the request to change the location of the bank's head office; if disapproved, the document must clearly state the reasons.

2. In cases where a bank changes the location of its head office to another province or centrally-run city:

a) The bank shall prepare a dossier (two original copies) in accordance with the provisions of Article 6 of this Circular and submit it to the State Bank (through the Inspection and Supervision Department).

b) Within a maximum period of five (5) working days from the date of receipt of the complete dossier of the bank as stipulated in point a of this clause, the State Bank (Inspection and Supervision Department) shall be responsible for soliciting written opinions from the following units:

- The State Bank branch to provide comments on the request to change the location of the bank's head office;

- The State Bank branch of the province or centrally-run city where the bank intends to establish its new head office (with one complete dossier attached) to provide comments on the request to transfer the bank's head office; examine the proposed location for the head office, assess whether the bank meets the conditions prescribed in Clause 1, Article 5 of this Circular;

- The People's Committee of the province or centrally-run city where the bank currently has its head office and where the bank intends to establish its new head office to provide comments on the request to change the location of the bank's head office.

c) Within a maximum period of fifteen (15) working days from the date of receipt of the document of the State Bank, the above units shall provide comments on the request to change the location of the bank's head office to the State Bank (through the Inspection and Supervision Department).

d) Within a maximum period of ten (10) working days from the date, upon completion of the opinion solicitation process as stipulated in point c of this clause, the Governor of the State Bank shall issue a document approving or disapproving the bank's request; if disapproved, the reply document must clearly state the reasons.

3. The decision of the Governor of the State Bank approving the change of the location of the bank's head office is an integral part of the bank's license; simultaneously, it is the Decision endorsing the amendment of the Articles of Association concerning matters related to the change of the location of the bank's head office.

4. After being approved by the State Bank, the bank shall implement the relocation of its head office, settle obligations and rights with related customers, individuals, and organizations; carry out business registration procedures, publish announcements, and other related procedures in accordance with the law regarding the change of the head office location.

5. Within 180 days from the date of the State Bank's approval document on the change of the location of the bank's head office, the bank shall submit a report to the State Bank branch (where the bank previously had its head office and where the bank now has its new head office) and the State Bank (through the Inspection and Supervision Department) along with a copy of the Business Registration Certificate and a photograph of the newspaper page containing the announcement of the change of location.

Section 2

THE COUNCIL OF MANAGEMENT COMMITTEES

Article 8. Organizational Structure of the Committees of the Board of Directors

1. The Board of Directors must establish at least two committees as prescribed in Clause 9, Article 16 of Decree No. 59, including the Risk Management Committee and the Human Resources Committee.

2. Each committee must have a minimum of three members, consisting of the Chairperson and other members of the committee. A member of the Board of Directors may be a member of one or more committees. For banks that already have independent Board of Directors members, the Risk Management Committee must have at least one independent Board of Directors member.

3. The Chairpersons of the committees must be members of the Board of Directors. The Board of Directors decides on the appointment and removal of the Chairpersons and members of the committees according to the internal regulations of the bank.

4. Based on their functions and assigned tasks, committees may include one or more members who are not members of the Board of Directors (such as independent consultants, staff from specialized departments of the bank, or other cases decided by the Board of Directors).

5. The Board of Directors must issue internal regulations regarding the operating mechanisms and functions of the committees mentioned in Articles 9 and 10 of this Circular. Within five (05) working days of issuance, the Board of Directors shall send these internal regulations to the State Bank branch and the State Bank (through the Inspection and Supervision Department) for reporting.

Article 9. Operating Mechanism of the Committees of the Board of Directors

1. The committees are advisory bodies to the Board of Directors, playing a role in advising the Board of Directors on the implementation of its duties and powers and performing certain tasks delegated by the Board of Directors (if any).

2. The Board of Directors specifies the operating mechanism of the committees, at a minimum including the following issues:

- Regular meetings of the committee;

- Emergency meetings of the committee;

- Decision-making process of the committee;

- The decision-making mechanism of the Board of Directors regarding proposals made by the committee.

Article 10. Tasks and Functions of the Committees

1. The Board of Directors is responsible for issuing internal regulations regarding the tasks and functions of the committees. These regulations must at a minimum include the following contents: establishment, functions, tasks, specific number of members of each committee, responsibilities of each member within the committee. The functions and tasks of the Risk Management Committee and the Human Resources Committee include at least the contents stipulated in Clause 2 and Clause 3 of this Article.

2. Functions and tasks of the Risk Management Committee:

a) Advising the Board of Directors on the issuance of procedures and policies within its authority related to risk management in banking operations as prescribed by law and the Bank Charter.

b) Analyzing and issuing warnings about the safety level of the bank against potential risks that could affect it and preventive measures for such risks in both short-term and long-term perspectives.

c) Reviewing and evaluating the appropriateness and effectiveness of current risk management procedures and policies of the bank to make recommendations and proposals to the Board of Directors regarding changes needed in current procedures and policies, and operational strategies.

d) Advising the Board of Directors on decisions to approve investments, related transactions, risk management policies, and risk resolution plans within the scope of functions and tasks assigned by the Board of Directors.

3. Functions and tasks of the Human Resources Committee:

a) Advising the Board of Directors on the size and structure of the Board of Directors and the Executive Officer suitable for the scale of operations and development strategy of the bank.

b) Advising the Board of Directors on handling personnel issues arising during the conduct of election, appointment, dismissal, and removal procedures for Board of Directors members, supervisory board members, and the Executive Officer of the bank in accordance with the provisions of law and the Bank Charter.

c) Studying and advising the Board of Directors on the issuance of internal regulations of the bank within the authority of the Board of Directors regarding salary, remuneration, bonuses, recruitment rules, training, and other incentive policies for the Executive Officer, bank officers, and employees.

Section 3

APPROVAL AND APPOINTMENT OF PERSONNEL BY

JOINT STOCK COMMERCIAL BANK

Article 11. Procedure and formalities for electing members of the Board of Directors and Supervisory Board

1. At least thirty (30) days prior to convening the General Shareholders' Meeting, the Board of Directors of the bank must notify shareholders entitled to attend the General Shareholders' Meeting about the number of members expected to be elected and added to the Board of Directors and the Supervisory Board, including the number of independent Board of Directors members (in cases where independent Board of Directors members have not been elected or there are fewer than two members as required); at the same time, it must announce the conditions and criteria that must be met for the positions to be elected so that shareholders can nominate candidates for these positions in accordance with the law.

2. Based on the list of nominations from shareholders for these positions, the Board of Directors will assess the conditions and criteria; establish a List of Candidates for the positions to be elected. In cases where shareholders do not nominate enough candidates for Board of Directors members (including independent Board of Directors members) or Supervisory Board members, or if the candidates do not meet the required conditions and criteria, the Board of Directors will nominate additional candidates to replace them.

For candidates who do not meet the required conditions, the Board of Directors will inform the shareholder or group of shareholders who nominated the candidate of the reasons.

3. After establishing the List of Candidates, the Board of Directors will issue a document requesting the State Bank branch to consider and approve this List.

4. The General Shareholders' Meeting decides on the number of Board of Directors and Supervisory Board members to be elected and proceeds to elect those whose names appear on the List of Candidates approved by the State Bank branch under Clause 3 of this Article. The bank may establish a nomination list and conduct separate elections for independent Board of Directors members. In such cases, the election of independent Board of Directors members will be conducted like the election of other Board of Directors members.

5. Members of the Board of Directors and Supervisory Board begin performing their duties from the date they are elected by the General Shareholders' Meeting and take over their work; they are personally responsible for their tasks during their term of office.

Article 12. Documents Requesting the State Bank's Approval of the List of Candidates for Board of Directors and Supervisory Board Members

1. A document from the bank requesting the State Bank's approval of the List of Candidates, which must include the following main contents:

a) Reasons for electing and adding Board of Directors and Supervisory Board members;

b) Confirmation that the candidates meet the required standards and conditions as stipulated in Decree No. 59.

2. A resolution of the Board of Directors approving the List of Candidates. In cases of electing additional Board of Directors and Supervisory Board members, the resolution clearly states the number of additional Board of Directors and Supervisory Board members to be elected.

3. A List of Candidates for Board of Directors members (including independent Board of Directors member candidates, if any) and Supervisory Board members, which must include the following main contents: Full name, current positions, proposed positions at the bank, summary of meeting the conditions and criteria for each candidate as stipulated in Decree 59.

4. Personal history (according to the form in Appendix 1 of this Circular), Judicial Record Form of the candidate.

5. Copies of certificates proving the professional qualifications of the candidates as required.

6. Public disclosure report of related interests of the candidates as stipulated in Article 27 of Decree 59.

7. A document from another credit institution's Board of Directors regarding the approval of the person managing their unit to participate as a Board of Directors member of the bank (in cases where the nominee is a Board of Directors member of another credit institution).

8. Declaration of related persons for the candidates as stipulated in Clause 9, Article 5 of Decree No. 59 (according to the form in Appendix 2 of this Circular);

9. Other documents proving that the candidates meet the required conditions and criteria as stipulated in Decree No. 59 (if any).

10. In cases where the elected person does not hold Vietnamese citizenship, in addition to the above documents, the dossier also includes a Judicial Record Form (or an equivalent document) issued by the competent authority of the country where the foreigner resided before coming to Vietnam. This document must be apostilled. If the foreigner has already resided in Vietnam for at least six months, the Judicial Record Form will be issued by the Department of Justice of Vietnam where the foreigner resides.

Article 13. Procedure and formalities for approving the List of candidates for members of the Board of Directors and the Supervisory Board

1. Within a minimum period of ten (10) working days before convening the General Shareholders' Meeting to elect members of the Board of Directors and the Supervisory Board, the bank shall prepare a dossier (one original copy) in accordance with Article 12 of this Circular and submit it to the State Bank of Vietnam (through the relevant branch) requesting approval of the List of candidates.

2. Within a maximum period of seven (07) working days from the date of receiving the complete dossier as stipulated in Clause 1 of this Article, the State Bank of Vietnam branch shall be responsible for examining and verifying the procedures, dossiers, and conditions in accordance with Decree No. 59 and this Circular. In case the dossier meets the prescribed conditions, the State Bank of Vietnam branch shall issue a document approving the List of candidates as requested; at the same time, send it to the State Bank of Vietnam (through the Inspection and Supervision Department) for reporting. In case the dossier and conditions do not meet the provisions of this Circular and related laws, the State Bank of Vietnam branch shall issue a document guiding the bank to comply with the provisions of the law.

Article 14. Procedure and formalities for confirming the positions of Chairman and members of the Board of Directors, Head and members of the Supervisory Board

1. Within a maximum period of fifteen (15) working days from the date of the General Shareholders' Meeting electing members of the Board of Directors and the Supervisory Board, the bank shall complete the election procedures and assign positions within the Board of Directors and the Supervisory Board; the Board of Directors shall issue a document and accompanying dossier requesting the Governor of the State Bank of Vietnam (through the Inspection and Supervision Department) to confirm the position of Chairman and members of the Board of Directors, Head and members of the Supervisory Board. The accompanying dossier includes:

a) Minutes of the General Shareholders' Meeting electing members of the Board of Directors and the Supervisory Board;

b) Resolutions of the Board of Directors and the Supervisory Board on the election and assignment of positions within the Board of Directors and the Supervisory Board (if applicable).

c) Documents from Clause 4 to Clause 10 of Article 12 of this Circular for elected members.

2. Within a maximum period of fifteen (15) working days from the date of receiving the complete dossier from the bank, the Governor of the State Bank of Vietnam shall issue a decision regarding the confirmation of the election of positions of members of the Board of Directors and the Supervisory Board as requested by the bank. In case the Governor does not confirm or requests additional documentation, the document must clearly state the reasons.

3. Within a maximum period of thirty (30) days from the date the Governor of the State Bank of Vietnam signs the document requesting additional documentation, the Board of Directors of the bank shall be responsible for completing the dossier and submitting it to the State Bank of Vietnam. In case the Board of Directors fails to supplement the dossier within the specified timeframe, the Governor of the State Bank of Vietnam shall issue a document refusing confirmation for cases where the required dossier has not been fully supplemented.

4. From the date of receipt of the document from the Governor of the State Bank of Vietnam refusing confirmation of the positions proposed by the bank, the members of the Board of Directors and the Supervisory Board concerned will not continue to perform their duties in those positions.

5. For cases as stipulated in Clause 4 of this Article, the bank must conduct supplementary election procedures for members of the Board of Directors and the Supervisory Board if the number of members does not meet the prescribed requirements.

Article 15. Documents and procedures for requesting the State Bank to approve the appointment of the General Director

1. Prior to appointing the General Director, the Board of Directors shall submit a document along with the application file to the State Bank branch for approval of the proposed personnel to be appointed as General Director, which must include at least the following contents: reasons for the appointment; confirmation that the person to be appointed as General Director meets all the criteria and conditions stipulated in Decree No. 59. The accompanying documents include:

a) A principle agreement document between the bank and the person proposed to be appointed as General Director regarding their assumption of the position of General Director at the bank, specifying the term of office as General Director.

b) The documents specified in Clauses 4, 5, 6, 8, and 9 of Article 12 of this Circular for the person proposed to be appointed as General Director.

c) In cases where the person appointed does not have Vietnamese nationality, in addition to the aforementioned documents, the application file also includes:

- The Criminal Record Form as stipulated in Clause 10 of Article 12 of this Circular;

- A valid passport for at least six (6) months from the date of submission of the application file and documents proving that the person will reside and work in Vietnam if approved by the State Bank.

2. Within a maximum period of five (5) working days from the date of receipt of the complete application file as specified in Clause 1 of this Article, the State Bank branch shall be responsible for reviewing and assessing the application file and conditions according to Decree No. 59 and this Circular. If the conditions stipulated are met, the State Bank branch shall issue a document approving the proposed personnel to be appointed as General Director as requested; simultaneously sending it to the State Bank (through the Inspection and Supervision Department) for reporting. If the State Bank branch finds that the application file and conditions do not meet the provisions of this Circular and relevant laws, it shall issue a document refusing approval (specifying the reasons) or guiding the bank to comply with the relevant legal provisions.

3. After receiving the principle approval document from the State Bank branch, the bank's Board of Directors shall issue a decision appointing the General Director.

4. The General Director begins performing duties when the Board of Directors issues the appointment decision and takes over the work; they must bear personal responsibility for their tasks during their tenure.

5. Within a maximum period of five (5) working days from the date of appointment of the General Director, the Board of Directors shall submit a document and accompanying files to the Governor of the State Bank (through the Inspection and Supervision Department) for approval of the General Director position. The accompanying documents include:

a) The Board of Directors' resolution on the appointment of the new General Director position;

b) The documents specified in points a, b, and c of Clause 1 of this Article;

6. Within a maximum period of ten (10) working days from the date of receipt of the bank's complete application file, the Governor of the State Bank shall issue a decision document regarding the approval of the General Director position as requested by the bank. If the Governor does not approve or refuses to approve, the document shall specify the reasons.

7. In cases where the Governor of the State Bank does not approve the General Director position as requested by the bank, the incumbent General Director will not continue to perform their duties from the date of receipt of the Governor of the State Bank's document refusing to approve the appointment.

8. In cases where the General Director is reappointed, within fifteen (15) days before the end of their current term as General Director, the Board of Directors shall submit a document along with the Board of Directors' resolution, reporting to the Governor of the State Bank and the Director of the State Bank branch regarding the reappointment. The decision approving the General Director position for the reappointed individual continues to be effective in the new term, except in cases where the Governor of the State Bank issues a document refusing to approve the reappointment or the General Director loses their status automatically or is relieved or dismissed by the Board of Directors or is suspended according to current legal provisions.

Section 4 ||

APPROVAL AND APPOINTMENT OF PERSONNEL BY COMMERCIAL BANKS

WITH MORE THAN 50% STATE CAPITAL CONTRIBUTION

Article 16. Procedures and formalities for electing and confirming positions of members of the Board of Directors, members of the Supervisory Board, and General Director

1. At least thirty (30) days prior to convening the General Shareholders' Meeting, the Board of Directors of the bank must notify shareholders entitled to attend the General Shareholders' Meeting about the number of members expected to be elected and added to the Board of Directors and the Supervisory Board, including the number of independent Board of Directors members (in cases where independent Board of Directors members have not been elected or there are fewer than two members as required); at the same time, it must announce the conditions and criteria that must be met for the positions to be elected so that shareholders can nominate candidates for these positions in accordance with the law.

2. The General Director of a joint-stock commercial bank owned by the State with more than fifty percent (50%) of the charter capital must be a member of the Board of Directors, and this member of the Board of Directors shall be appointed by the Governor of the State Bank to participate in the election (referred to as a member of the Board of Directors兼任总经理).

3. The act of the State's capital owner (represented by the Governor of the State Bank) nominating candidates for membership in the Board of Directors, the member of the Board of Directors兼任总经理, and members of the Supervisory Board shall be carried out in accordance with current regulations.

4. Based on the nomination lists submitted by shareholders for these positions, the Board of Directors will assess the conditions and criteria; establish a list of candidates for the positions to be elected. In cases where shareholders do not nominate enough candidates, candidates for members of the Board of Directors (including independent members of the Board of Directors), members of the Supervisory Board, or candidates who do not meet the required conditions and criteria, the Board of Directors will nominate additional candidates to replace them.

For candidates who do not meet the required conditions, the Board of Directors will inform the shareholder or group of shareholders who nominated the candidate of the reasons.

5. After establishing the list of candidates, the Board of Directors will issue a document requesting the State Bank (through the Department of Organization and Cadres) to review and approve this list. The procedures and documents for requesting the State Bank to approve the list of candidates shall be carried out in accordance with current regulations on cadre work.

6. The Shareholders' Meeting decides on the number of members of the Board of Directors and members of the Supervisory Board to be elected and proceeds to elect those named in the approved list of candidates under Clause 4 of this Article. The bank may also establish a nomination list and proceed to separately elect independent members of the Board of Directors. In such cases, the election of independent members of the Board of Directors shall be conducted like the election of other members of the Board of Directors.

7. Members of the Board of Directors, members of the Board of Directors兼任总经理, and members of the Supervisory Board begin performing their duties from the date the Shareholders' Meeting elects these positions and takes over responsibilities; they must bear personal responsibility for their duties during their term of office.

8. Within a maximum period of fifteen (15) working days from the date the Shareholders' Meeting elects members of the Board of Directors, members of the Board of Directors兼任总经理, and members of the Supervisory Board, the bank completes the election procedures and assigns positions within the Board of Directors and the Supervisory Board; the Board of Directors issues a document along with supporting files requesting the Governor of the State Bank (through the Inspection and Supervision Agency) to confirm the positions of Chairman and members of the Board of Directors, members of the Board of Directors兼任总经理, Head and members of the Supervisory Board. Supporting files include:

a) Minutes of the Shareholders' Meeting electing members of the Board of Directors, members of the Board of Directors兼任总经理, and members of the Supervisory Board;

b) Resolutions of the Board of Directors and the Supervisory Board on the election and assignment of positions within the Board of Directors and the Supervisory Board (if applicable).

c) Documents from Clause 4 to Clause 10 of Article 12 of this Circular for elected members.

9. Within a maximum period of fifteen (15) working days from the date of receiving all the bank's files mentioned in Clause 7 of this Article, the State Bank will issue a decision regarding the confirmation of the positions of members of the Board of Directors, members of the Board of Directors兼任总经理, and members of the Supervisory Board according to the bank's request. If the Governor does not confirm or requests additional documentation, the document must clearly state the reasons.

10. The subsequent process shall be implemented in accordance with the provisions of Clauses 3, 4, and 5 of Article 14 of this Circular.

Article 17. Documents and Procedures for Appointing, Removing, and Dismissing Deputy General Directors and Chief Accountants

The Board of Directors of the bank shall appoint, remove, or dismiss Deputy General Directors and Chief Accountants after receiving approval from the State Bank. The documents and procedures for requesting the State Bank's approval shall be carried out in accordance with the current regulations of the State Bank regarding personnel work.

Section 5

APPROVAL AND APPOINTMENT OF PERSONNEL IN COMMERCIAL BANKS FULLY OWNED BY THE STATE

REGULATIONS

Article 18. Procedures and Formalities for Appointing and Approving Positions of Board Members, Supervisory Board Members, General Directors, Deputy General Directors, and Chief Accountants

1. The General Director of a joint-stock commercial bank fully owned by the state must be a member of the Board of Directors (referred to as a Board of Directors member兼任总经理).

2. The Governor of the State Bank shall appoint, remove, or dismiss Board members, Board members concurrently serving as General Directors, Supervisory Board members, Deputy General Directors, and Chief Accountants.

3. Based on management requirements, the Governor of the State Bank shall issue a Decision to appoint, remove, or dismiss representatives appointed by himself as Board members, Board members concurrently serving as General Directors, and Supervisory Board members without needing a proposal from the bank's Board of Directors.

4. The procedures, formalities, and documents for requesting the Governor of the State Bank (through the Personnel Department) to appoint, remove, or dismiss Board members, Board members concurrently serving as General Directors, Supervisory Board members, Deputy General Directors, and Chief Accountants shall be carried out in accordance with the current regulations on personnel work.

5. The Governor of the State Bank's Decision to appoint Board members, Board members concurrently serving as General Directors, and Supervisory Board members shall also serve as the Decision approving these positions.

Section 6

OTHER PROVISIONS

Article 19. Full-time Supervisory Board Members

1. Full-time Supervisory Board Members are those who work continuously between meetings of the Supervisory Board and are responsible for one or more tasks assigned by the Supervisory Board.

2. Full-time Supervisory Board Members may not concurrently hold other positions or work at other credit organizations.

3. The Supervisory Board shall specify the working mechanism and duties and responsibilities of each full-time Supervisory Board Member.

Article 20. Removal, Dismissal, and Automatic Loss of Qualification of Board Members and Supervisory Board Members

1. Within a maximum period of fifteen (15) working days from the date the Chairman of the Board loses his qualification automatically according to Clause 1, Article 23 of Decree No. 59, the Board Members shall organize a meeting of the Board to elect a new Chairman of the Board.

2. Within a maximum period of fifteen (15) working days from the date the Head of the Supervisory Board loses his qualification automatically according to Clause 1, Article 23 of Decree No. 59, the Supervisory Board Members shall organize a meeting of the Supervisory Board to elect a new Head of the Supervisory Board.

3. Within a maximum period of sixty (60) days from the date of receipt of the resignation letter of the Chairman of the Board, the Board shall organize a meeting to consider and decide on the removal and election of a new Chairman of the Board.

4. Within a maximum period of sixty (60) days from the date of receipt of the resignation letter of the Head of the Supervisory Board, the Supervisory Board shall organize a meeting to consider and decide on the removal and election of a new Head of the Supervisory Board.

5. After the bank has elected a new Chairman of the Board and a new Head of the Supervisory Board according to this provision, the Board shall submit a document to the Governor of the State Bank (through the Inspection and Supervision Agency) for approval of these positions, accompanied by the Resolution of the Board on the election of the Chairman of the Board or the Resolution of the Supervisory Board on the election of the Head of the Supervisory Board.

6. For cases of removal or dismissal of Board members and Supervisory Board members according to Clause 1, Article 24 of Decree No. 59, the Board may convene an extraordinary general meeting of shareholders or submit to the nearest general meeting of shareholders for decision.

7. The removal or dismissal of the Chairman of the Board, Board members, Board members concurrently serving as General Directors, Heads of the Supervisory Board, and Supervisory Board members of joint-stock commercial banks where the state owns over 50% of the charter capital shall be carried out according to this provision after obtaining approval from the State Bank. The documents and procedures for requesting the State Bank's approval shall be carried out in accordance with the current regulations of the State Bank on personnel work.

Article 21. Replacing the General Director in Emergency Situations

1. Within one (01) working day from the date the General Director is determined to have lost their qualifications under Clause 1, Article 23 of Decree No. 59 or under Clause 8, Article 16 of this Circular, or is relieved of duty without a replacement, the Board of Directors must issue a Decision immediately appointing a Deputy General Director to manage the bank's operations to ensure stable and continuous operation of the bank, and submit a report in writing to the State Bank (through the Inspection and Supervision Authority and the State Bank Branch). The person appointed to manage the bank shall be personally responsible for the tasks assigned during the period they undertake these responsibilities.

2. Within a maximum period of sixty (60) days from the date the General Director loses their qualifications, is relieved of duty, or dismissed as provided in Clause 1 of this Article, the Board of Directors must proceed with the necessary procedures to request the Governor of the State Bank to appoint or approve the appointment of a new General Director in accordance with the regulations.

Article 22. Meetings of the Supervisory Board

1. The Supervisory Board convenes at least once every quarter and may be convened on an extraordinary basis to promptly address urgent matters.

2. The Chairman of the Supervisory Board must convene an extraordinary meeting upon the request of:

a) At least two members of the Supervisory Board;

b) The Director of the State Bank Branch (for joint-stock commercial banks, except those owned by the State with more than 50% of the charter capital); the Governor of the State Bank (for other types of banks).

c) Other cases as specified by the bank

3. The Supervisory Board issues internal regulations regarding other contents (other than those mentioned in Clause 1 and Clause 2 of this Article) related to the meetings of the Supervisory Board (notification format, convocation format, meeting organization format, voting procedure, minutes, obtaining opinions of members in writing) based on the provisions for the meetings of the Board of Directors stipulated in Articles 49, 50, and 52 of Decree No. 59.

Article 23. Other Issues Related to the Duties and Powers of the Board of Directors and the Supervisory Board

1. The Board of Directors and the Supervisory Board are responsible for issues related to the internal audit department, the internal inspection and control system within the scope defined in Decision No. 36/2006/QĐ-NHNN dated August 1, 2006, issued by the Governor of the State Bank on the Internal Inspection and Control Regulations of Credit Organizations, and Decision No. 37/2006/QĐ-NHNN dated August 1, 2006, issued by the Governor of the State Bank on the Internal Audit Regulations of Credit Organizations.

2. In cases where the bank does not yet have independent Board of Directors members, when the Board of Directors solicits opinions from Board of Directors members in writing as stipulated in Article 51 of Decree No. 59, the Board Secretary will count votes and prepare a vote-counting record under the supervision of at least one member of the Supervisory Board.

3. For incumbent Board of Directors members who meet the criteria and conditions to be independent Board of Directors members as stipulated in Article 22 of Decree No. 59, they may be re-elected as independent Board of Directors members of the bank. An individual can serve as an independent Board of Directors member for no more than two terms of the Board of Directors of a bank.

4. The Board of Directors of the bank issues internal regulations of the Board of Directors and internal regulations related to the organization, management, and operation of the bank within the scope of the Board of Directors' authority in accordance with the laws and Decree No. 59.

5. The Board of Directors of a commercial bank wholly owned by the State has the responsibility to propose and recommend to the Governor of the State Bank on matters within the decision-making authority of the Owner as stipulated in Article 56 of Decree No. 59. Based on the content of the proposals and recommendations of the Board of Directors, the Owner (represented by the Governor of the State Bank) will consider and decide according to their authority.

Chapter III

REGISTERED CAPITAL; PURCHASE AND TRANSFER OF SHARES;

 REPURCHASE OF SHAREHOLDER CONTRIBUTIONS

Section 1

REGISTERED CAPITAL

Article 24. Registered Capital of the Bank

1. Registered capital is the capital that has been actually contributed by the owner or by shareholders and contributing members and recorded in the Charter of the bank.

2. The registered capital of the bank may be increased from the following sources:

a) Supplementary reserve fund; Share premium reserve fund; retained earnings and other funds as prescribed by law;

b) Public offering of shares; private placement of shares;

c) Conversion of convertible bonds into common shares;

d) Additional capital contributed by the owner or contributing members;

đ) Other sources as prescribed by law.

Article 25. Change in Registered Capital Level

1. The document approving the change in the level of registered capital of the bank shall be valid for a period of twelve months from the date of signing. In cases where the increase in registered capital has not been completed within the permitted time frame, if the General Meeting of Shareholders (for joint-stock commercial banks) or the Owner (for wholly foreign-owned banks organized as a limited liability company with one member) or the Board of Directors (for banks organized as a limited liability company with two or more members) approves a change in the plan to increase registered capital which has been approved by the State Bank, the above document shall lose its legal effect.

2. After completing the change in the level of registered capital, the bank shall submit a report to the State Bank (through the Supervisory Authority) on the results of implementing the change in the level of registered capital, attaching a copy of the Business Registration Certificate for the new level of registered capital. For joint-stock commercial banks, in addition to the aforementioned documents, a list of shareholders shall also be attached, and simultaneously submitted to the State Bank branch all of these documents.

Section 2

CHANGE IN THE LEVEL OF REGISTERED CAPITAL OF

JOINT STOCK COMMERCIAL BANK

Article 26. Documents Requesting the State Bank's Approval for Increasing the Registered Capital of Joint-Stock Commercial Banks

1. A request document for increasing the registered capital of the bank, clearly stating the reasons and necessity for increasing the registered capital.

2. Resolution of the General Meeting of Shareholders approving the plan to increase the registered capital.

3. The plan to increase the registered capital, which has been approved by the General Meeting of Shareholders, must include at least the following contents:

a) The need to change the level of registered capital (clearly stating the use of capital for each corresponding need);

b) The projected business operation plan after changing the registered capital, including clear indicators such as: absolute amount and proportion of total asset growth, credit, customer deposit mobilization; deposits and loans from other credit organizations; safety ratios in bank operations; return on equity (ROE) after tax on average net assets, return on assets (ROA) after tax on average total assets;

c) The plan to increase the registered capital must include at least the following contents:

(i) The total additional registered capital expected; Sources used to increase the registered capital;

(ii) In case of increasing capital from public share offerings or private placements:

- Scheduled issuance periods in the year;

- Issuance plan for each period, including the following contents: type of shares issued, types of eligible buyers; offer price for each type of buyer (if not determined, it should be noted as undetermined, but the offer price for shares must comply with the provisions of the Enterprise Law), issuance date, and conditions related to the rights and obligations of each type of buyer (if applicable);

(iii) In case of increasing capital from the conversion of convertible bonds into common shares:

- Information about the issuance of convertible bonds, including: total value of bonds issued, issuance periods, bond term, bond interest rate, conversion ratio of bonds into shares, issuance target, plan to convert bonds into shares;

- Information about the proposal to convert bonds, including: total value of bonds converted into shares in previous periods and conversion date (if any), total value of bonds proposed to be converted this period, bond-to-share conversion ratio, conversion date.

(iv) Projected changes in the structure and proportion of significant shareholding of shareholders, board members, supervisory board members, and general managers of the bank after each change in the level of registered capital (if applicable).

4. Report on the list of existing shareholders holding significant shares, board members, supervisory board members, and general managers of the bank, including the following contents: shareholder name, address, quantity of each type of shares held, total number of shares, shareholding ratio compared to the total registered capital of the bank.

5. For cases of increasing registered capital from public share offerings or private placements, in addition to the aforementioned documents, the dossier shall also include the following documents:

a) Request document for purchasing shares from significant shareholders planning to purchase shares of the bank (according to Form No. 03 for organizational shareholders or Form No. 04 for individual shareholders);

b) Request document for purchasing shares from board members, supervisory board members, and general managers planning to purchase shares of the bank (according to Form No. 04).

Article 27. Purchase of Shares Reducing Charter Capital for Joint Stock Commercial Banks

1. The purchase of shares by the bank itself must be approved by the State Bank if it leads to a reduction in charter capital.

2. Conditions for the bank to purchase shares:

a) The conditions stipulated in Article 40 of Decree No. 59;

b) Continuous profitability in the two consecutive years preceding the year in which the request to purchase shares is made, and no accumulated losses;

c) Not being penalized administratively by the State Bank in the monetary and banking sectors in the two most recent years up to the time of requesting the State Bank's approval for the purchase of shares.

Article 28. Documents Requesting the State Bank's Approval for the Purchase of Shares Reducing Charter Capital of Joint Stock Commercial Banks

1. A request document from the bank, including at least the following contents:

a) Reasons for purchasing shares, method of purchase, purchase price, eligible purchasers, ratio of purchased shares to charter capital, procedures and payment time to shareholders;

b) Assessment of the impact of reducing charter capital on the organization and operations of the bank.

2. Resolution of the Shareholders' Meeting approving the reduction in charter capital of the bank.

3. Plan for reducing charter capital already approved by the Shareholders' Meeting, including the main contents as follows:

a) Detailing the contents specified in point a, Clause 1 of this Article;

b) The contents specified in point b, Clause 3 of Article 26 of this Circular for the case of reducing capital.

4. List of shareholders holding significant shareholdings, list of Board of Directors members, Supervisory Board members, and Management Board members of the bank before and after the reduction, including the following information:

- For individuals: Name of individual, identification number or passport or other legal certification, date of issuance, place of issuance;

- For organizations: Name of organization, main office address, business registration certificate number, date of issuance, place of issuance; representative of the shareholder's contributed capital, identification number or passport or other legal certification, date of issuance, place of issuance;

- Number of shares owned, value of shares owned, shareholding ratio compared to charter capital before and after the reduction.

5. List of shareholders selling shares back to the bank with the shareholder information specified in Clause 4 of this Article (in the case of purchasing shares from some shareholders).

Article 29. Procedures and Formalities for Approving Changes in Charter Capital of Joint Stock Commercial Banks

1. Joint Stock Commercial Banks shall prepare the documents (two original copies) according to regulations and submit them to the State Bank (through the State Bank branch). Joint Stock Commercial Banks owned by the State with more than fifty percent (50%) of charter capital shall prepare the documents (one original copy) according to regulations and submit them to the State Bank (through the Inspection and Supervision Authority).

2. Within a maximum period of ten (10) working days from the date of receipt of the complete documents of the Joint Stock Commercial Bank as stipulated in Clause 1 of this Article, the State Bank branch shall have the responsibility:

a) To review the documents according to this Circular;

b) To assess the plan for changing the level of charter capital: effectiveness, impact of the change in the level of charter capital on the bank's operations, necessity of the change in the level of charter capital;

c) In cases where the bank purchases shares leading to a reduction in charter capital: to assess whether the bank meets the conditions of joint stock commercial banks as stipulated in Clause 2 of Article 27 of this Circular;

d) To issue a report to the Governor of the State Bank (through the Inspection and Supervision Authority) on the results of reviewing the documents, assessing the conditions, including specific opinions on the necessity of changing the level of charter capital, assessing effectiveness and impact of the change in the level of charter capital; having an opinion agreeing or disagreeing with the bank's request.

3. Within a maximum period of ten (10) working days from the date of receipt of the report on the change in the level of charter capital from the State Bank branch as stipulated in point d, Clause 2 of this Article and accompanying documents, the Inspection and Supervision Authority shall have the responsibility to seek opinions from relevant units (Monetary Policy Department), review, consolidate, and present to the Governor of the State Bank for decision.

4. Within a maximum period of fifteen (15) working days from the date of receipt of the complete documents of Joint Stock Commercial Banks owned by the State with more than fifty percent (50%) of charter capital as stipulated in Clause 1 of this Article, the Inspection and Supervision Authority shall have the responsibility to seek opinions from relevant units (Monetary Policy Department), review, consolidate, and present to the Governor of the State Bank for decision.

5. Within a maximum period of five (05) working days from the date of receipt of the report from the Inspection and Supervision Authority, the Governor of the State Bank shall issue a document approving or not approving the request to change the level of charter capital of the bank; in case of non-approval, the reply document shall clearly state the reasons.

Section 3

CHANGE IN CHARTER CAPITAL OF JOINT VENTURE BANKS,

FOREIGN BANKS WITH 100% FOREIGN CAPITAL

Article 30. Documents for requesting approval to change the charter capital level of joint venture banks and wholly foreign-owned banks

1. A request document proposing the change in the bank's charter capital level, clearly stating the reasons and necessity for such a change.

2. The decision of the Owner (for wholly foreign-owned banks organized as a limited liability company with one member) or the resolution of the Board of Directors (for banks organized as a limited liability company with two or more members) approving the plan to change the bank's charter capital level.

3. Commitment documents on capital contribution from shareholders (for joint venture banks and wholly foreign-owned banks organized as a limited liability company with two or more members).

4. The plan to change the charter capital level must include at least the following contents:

a) The need to change the charter capital level (clearly stating the use of capital for each corresponding need); sources used to increase the charter capital.

b) Contents as stipulated in point b, Clause 3, Article 26 of this Circular.

Article 31. Procedures and formalities for approving changes in the charter capital level of joint venture banks and wholly foreign-owned banks

1. The bank prepares a dossier (one original set) in accordance with Article 30 of this Circular and sends it to the State Bank (through the Inspection and Supervision Department).

2. Within a maximum period of twenty (20) working days from the date of receipt of the complete dossier of the bank as specified in Clause 1 of this Article, the Governor of the State Bank issues a document approving or not approving the request to change the bank's charter capital level; if not approved, the reply document clearly states the reasons.

Section 4 ||

PURCHASE OF SHARE CAPITAL CONTRIBUTIONS FROM SHAREHOLDERS OF

JOINT VENTURE BANKS AND WHOLLY FOREIGN-OWNED BANKS

ORGANIZED AS A LIMITED LIABILITY COMPANY WITH TWO OR MORE MEMBERS

JOINT STOCK COMPANY WITH TWO SHAREHOLDERS OR MORE

Article 32. Conditions for banks to purchase share capital contributions from shareholders

1. The bank's purchase of part of the shareholder's capital contribution must be approved in writing by the State Bank.

Military service personnel falling under the categories specified in Article 1 of this Circular may extend their age for active service if they meet all of the following conditions:

a) Conditions as prescribed in Clause 7, Article 68 of Decree No. 59.

b) Continuous profitable operation for two consecutive years prior to the year of the proposed purchase of the shareholder's capital contribution and without accumulated losses.

c) Not being administratively penalized by the State Bank in the field of currency and banking operations in the two most recent years up to the time of requesting the State Bank's approval to purchase the shareholder's capital contribution.

Article 33. Documents and procedures for requesting the State Bank's approval for the bank to purchase shareholder's capital contributions

1. Documents for requesting the State Bank's approval for the bank to purchase shareholder's capital contributions:

a) The bank's request document, which includes at least the following contents:

- Reasons for purchasing the capital contribution, method of purchase, purchase price, selling party, ratio of purchased capital to charter capital, payment procedures and time for shareholders.

- Assessment of the impact of reducing the charter capital on the organization and operation of the bank.

b) Resolution of the meeting of shareholders approving the plan to purchase the shareholder's capital contribution, thereby reducing the bank's charter capital.

c) The plan to purchase the capital contribution, which has been agreed upon by the shareholders, including at least the following contents:

- Detailed description of the contents prescribed in point a of this clause.

- Contents as stipulated in point b, Clause 3, Article 26 of this Circular.

- List of shareholders before and after the reduction in capital, including the name of the organization, legal representative, business registration number, date and place of issuance; contributed charter capital value, capital contribution ratio compared to charter capital before and after the reduction in capital.

2. Procedures and formalities for requesting the State Bank's approval for the bank to purchase shareholder's capital contributions:

a) The bank prepares a dossier (one original set) and sends it to the State Bank (through the Inspection and Supervision Department).

b) Within a maximum period of twenty (20) working days from the date of receipt of the complete dossier of the bank as specified in point a of this clause, the Governor of the State Bank issues a document deciding to approve or not approve the bank's purchase of the shareholder's capital contribution; if not approved, the reply document clearly states the reasons.

Section 5

TRANSFER OF SHARES

Article 34. Transfer of shares where approval from the State Bank is required

1. For share transfer transactions stipulated in Clause 3, Article 36 of Decree No. 59: The State Bank branch shall approve the share transfer transaction of joint-stock commercial banks; the State Bank shall approve the share transfer transaction of state-owned joint-stock commercial banks holding more than 50% of the charter capital.

2. Significant share purchase and sale transactions are those involving the purchase and sale of shares held by shareholders owning 5% or more of the voting shares.

3. For banks that have listed securities: the transfer of shares shall be carried out in accordance with the provisions of the Securities Law and the Securities Market Law; at the same time, members of the Board of Directors, members of the Supervisory Board, and General Director must ensure the shareholding ratio prescribed in Clause 4, Article 36 of Decree No. 59.

4. Within five (05) working days from the date of implementing the share transfer transactions stipulated in Clauses 3 and 4, Article 36 of Decree No. 59, the bank (including banks that have listed securities) shall submit a report on the share transfer to the State Bank branch (for joint-stock commercial banks) or the State Bank (for state-owned joint-stock commercial banks holding more than 50% of the charter capital).

Article 35. Documents for Share Transfer Where Approval from the State Bank is Required

1. A request letter from the Board of Directors, which must include at least the following contents: the transferee and recipient of the shares; the number of shares transferred, the total par value of the shares transferred, and the ratio of the total par value of the shares transferred to the charter capital.

2. A list of shareholders holding significant shares before and after the transfer, specifying new shareholders holding significant shares after receiving the transfer. The shareholder list includes the following information:

- Name of individual shareholder, identification card number, date of issue, issuing authority;

- Name of corporate shareholder, main office address, business registration number, date of issue, issuing authority, representative of the corporate shareholder, identity card number, passport or other valid identification;

- Number of shares owned, total par value of shares owned, ownership ratio compared to the charter capital.

3. A request letter for share transfer between parties, which must include at least the following information of the transferring party and the receiving party:

- For individuals: Name of individual, identification number or passport or other legal certification, date of issuance, place of issuance;

- For organizations: Name of organization, main office address, business registration certificate number, date of issuance, place of issuance; representative of the shareholder's contributed capital, identification number or passport or other legal certification, date of issuance, place of issuance;

- Number of shares transferred, total par value of shares transferred;

- Number of shares owned, value of shares owned, ownership ratio compared to the charter capital before and after the transfer, receipt of transfer;

- Expected transaction date;

- Signatures of both parties (full name).

4. Declaration of related persons of the share receiving party (Annex 2).

5. In cases where the share receiving party is a foreign organization or individual: implement according to the provisions of Government Decree No. 69/2007/NĐ-CP dated April 20, 2007 on foreign investors purchasing shares of Vietnamese commercial banks (Decree No. 69) and Circular No. 07/2007/TT-NHNN of the State Bank dated November 29, 2007 guiding the implementation of certain provisions of Government Decree No. 69/2007/NĐ-CP dated April 20, 2007.

Article 36. Procedure and formalities for requesting the State Bank's approval for the transfer of shares

1. Joint-stock commercial banks shall prepare a dossier (one original copy) in accordance with regulations and submit it to the State Bank branch. Within a maximum period of seven (7) working days from the date of receiving the complete dossier as stipulated in Article 35 of this Circular, the State Bank branch shall be responsible for examining and appraising the dossier; deciding on the approval of the share transfer by shareholders or issuing a document requesting the bank to supplement the dossier, explain unclear contents in the dossier, or not approve the transfer. In case the State Bank branch does not approve (if it considers that the share transfer may cause instability in banking operations), the reply document must clearly state the reasons.

2. Joint-stock commercial banks owned by the State with more than fifty percent (50%) of the charter capital shall prepare a dossier (one original copy) in accordance with regulations and submit it to the State Bank (through the Inspection and Supervision Agency). Within a maximum period of seven (7) working days from the date of receiving the complete dossier as stipulated in Article 35 of this Circular, the State Bank shall issue a document approving the share transfer by shareholders or issuing a document requesting the bank to supplement the dossier, explain unclear contents in the dossier, or issuing a document not approving the transfer. In case the State Bank does not approve (if it considers that the share transfer may cause instability in banking operations), the reply document will clearly state the reasons.

Article 37. Implementation of transactions for transferring shares involving members of the Board of Directors, members of the Supervisory Board, and General Managers of joint-stock commercial banks

1. At least fifteen (15) working days before implementing the transactions specified in Clause 4 of Article 36 of Decree No. 59, the Board of Directors of the bank shall submit a report in writing to the State Bank (for joint-stock commercial banks owned by the State with more than fifty percent (50%) of the charter capital) or the State Bank branch (for joint-stock commercial banks), including the following contents:

- For individuals: Name of individual, identification number or passport or other legal certification, date of issuance, place of issuance;

- For organizations: Name of organization, main office address, business registration certificate number, date of issuance, place of issuance; representative of the shareholder's contributed capital, identification number or passport or other legal certification, date of issuance, place of issuance;

- The number of shares held, the total par value of shares held, the ownership ratio of shares, and the ratio of the total par value of shares transferred compared to the charter capital at the current time;

- The number of shares held, the total par value of shares held, and the ownership ratio of shares compared to the charter capital at the time of the Shareholders' Meeting electing or the Board of Directors appointing these positions;

- The number of shares transferred, the total par value of shares transferred, and the ratio of the number of shares transferred compared to the total number of shares held at the time of the Shareholders' Meeting electing or the Board of Directors appointing these positions;

- Expected transaction date;

- An attached report with a commitment letter from the shareholder transferring shares regarding compliance with the provisions of Clause 4 of Article 36 of Decree No. 59.

2. In cases where members of the Board of Directors, members of the Supervisory Board, and General Managers implement share transfer transactions as specified in Clause 3 of Article 36 of Decree No. 59, they shall comply with the provisions of Clause 4 of Article 36 of Decree No. 59 and the provisions of Articles 35 and 36 of this Circular.

3. If it is considered that changes in shareholding may cause instability in banking operations, within a maximum period of ten (10) working days from the date of receipt of the report mentioned in Clause 1 of this Article, the State Bank (for joint-stock commercial banks owned by the State with more than fifty percent (50%) of the charter capital) or the State Bank branch (for joint-stock commercial banks) shall issue a document requiring the bank not to proceed with the share transfer transaction and clearly state the reasons. Beyond this period, if there is no such document, it is deemed that the State Bank or the State Bank branch does not object to the share transfer transactions proposed by the bank.

Chapter IV

AMENDMENTS AND SUPPLEMENTS TO CHARTER PROVISIONS AND LICENSE CONTENT

ESTABLISHMENT AND OPERATIONS

Article 38. Competence to Decide

1. The amendment and supplementation of contents recorded in the Charter of organization and operation (hereinafter referred to as the Charter), in the Business License or the Establishment and Operation License of the bank issued by the Governor of the State Bank (hereinafter referred to as the License) must be approved in writing by the Governor of the State Bank.

2. The decision to approve the amendment and supplementation of the Charter of the bank is an inseparable part of the Decision approving the Charter.

3. The decision to amend and supplement the contents in the License of the bank is an inseparable part of the License.

Article 39. Duration of Operation and Extension of Duration of Operation

1. The duration of operation of the bank is recorded in the bank's Charter and in the License but shall not exceed ninety-nine (99) years from the date of issuance of the License.

2. At least one hundred eighty (180) days before the end of the duration of operation, if there is a need for continued operation, the bank may request an extension of the duration of operation. The extension of the duration of operation of the bank shall be considered individually by the State Bank. Each extension shall be equal to the duration of operation already recorded in the License.

Article 40. Documents Requesting the State Bank to Approve the Amendment and Supplementation of the Charter; Approval of Amendments and Supplements to the Content of the License

1. A document requesting the bank, clearly stating the reasons and necessity for changing the content of the Charter, License (attached with detailed appendices on the current content of the Charter, proposed amendments and supplements, and legal basis for such amendments and supplements).

2. Resolution of the Shareholders' Meeting (for joint-stock commercial banks), Decision of the Owner (for wholly foreign-owned banks organized as limited liability companies), Resolution of the Board of Directors (for state-owned commercial banks, banks organized as limited liability companies with two or more members) approving the amendment and supplementation of the Charter, License.

3. Detailed explanation document on the nature of the business to be implemented, purpose, benefits, risks, effectiveness of the bank's operations after implementing the proposed supplementary business, necessary physical infrastructure, information technology, human resources for implementing the business, and other related contents (in case the bank requests to supplement the content of activities in the License).

4. Other documents as required by the State Bank to clarify the issues proposed for supplementation (if any).

Article 41. Procedure and Formalities for Requesting the State Bank to Approve the Amendment and Supplementation of the Charter; Approval of Amendments and Supplements to the Content of the License

1. For Joint-Stock Commercial Banks (excluding Joint-Stock Commercial Banks owned by the State with over fifty percent (50%) of the charter capital):

a) The bank prepares the dossier (two original copies) according to regulations and sends it to the State Bank (through the State Bank branch).

b) Within a maximum period of fifteen (15) working days from the date of receipt of the complete dossier as stipulated in point a of this clause, the State Bank branch reviews the dossier, submits it to the Governor of the State Bank (through the Supervisory Agency) for examination and decision to approve or consent; or issues a document guiding the bank to comply with the relevant laws.

c) Within a maximum period of ten (10) working days from the date of receipt of the document of the State Bank branch as stipulated in point b of this clause and the accompanying dossier, the Supervisory Agency examines, solicits opinions from relevant units (if deemed necessary), compiles and submits to the Governor of the State Bank for decision.

2. For other types of commercial banks (State Commercial Banks, joint venture banks, wholly foreign-owned banks):

a) The bank prepares the dossier (one original copy) according to regulations and sends it to the State Bank (through the Supervisory Agency).

b) Within a maximum period of twenty-five (25) working days from the date of receipt of the request document and the accompanying dossier of the bank as stipulated in point a of this clause, the Supervisory Agency examines, solicits opinions from relevant units (if deemed necessary), compiles and submits to the Governor of the State Bank for decision.

3. Within a maximum period of five (5) working days from the date of receipt of the report of the Supervisory Agency as stipulated in clauses 1 and 2 of this article, the Governor of the State Bank issues a document approving the amendment and supplementation of the Charter; approval of amendments and supplements to the content of the License according to the request of the unit or issues a document not approving or not consenting; in case of non-approval or non-consent, the reply document clearly states the reasons.

4. After the State Bank approves the amendment and supplementation of the content of the License, the bank proceeds with the registration procedures and publishes them according to the law. The bank has a document reporting to the State Bank (through the Supervisory Agency) attached with the Certificate of Registration of Business Content amended and supplemented. The joint-stock commercial bank specified in clause 1 of this article simultaneously reports to the State Bank branch.

Chapter V

RESPONSIBILITIES OF THE RELATED UNITS

Section 1

RESPONSIBILITIES OF THE BANK

Article 42. Regarding the preparation of documents and compliance with procedures and processes to request the State Bank's approval and endorsement

1. Prepare complete and valid documents in accordance with this Circular.

2. After receiving the State Bank's approval and endorsement for the issues requested by the bank in accordance with this Circular, the bank must proceed with business registration procedures, publish announcements, and comply with other relevant current laws.

Article 43. Implementation of Reporting Requirements

1. By no later than March 31 each year, the bank shall submit to the State Bank (through the Inspection and Supervision Agency) a report listing key officials of the bank, including: General Director, Deputy General Director, Branch Manager, Branch Director, Subsidiary Company Director, Chief Accountant of the bank, and other managerial positions as stipulated in the Bank Charter; accompanied by documents and files proving compliance with the standards and conditions set forth in Clause 4 of Article 21 of Decree No. 59 for newly appointed cases compared to the previous reporting period. Joint Stock Commercial Banks shall simultaneously submit this report to the State Bank branch.

2. Report to the State Bank (through the Inspection and Supervision Agency) any changes related to the structure and division of responsibilities of the Board of Directors and the Audit Committee within five (05) working days from the date of change occurrence. Joint Stock Commercial Banks shall simultaneously submit the report to the State Bank branch.

3. Report cases of share transfers by members of the Board of Directors, members of the Audit Committee, and the General Director as stipulated in Clause 5 of Article 36 of Decree No. 59, attaching relevant documents from competent state authorities deciding on mandatory share transfers.

4. Implement reporting requirements for other issues as prescribed in this Circular.

5. Joint Stock Commercial Banks shall report to the State Bank (Inspection and Supervision Agency and the State Bank branch) the shareholder structure and shareholding ratio (according to Form No. 05) at June 30 and December 31 each year within thirty (30) days from the date of report preparation.

Section 2

BRANCHES OF THE STATE BANK IN PROVINCES AND CITIES

Article 44. Attendance at Shareholders' Meetings of Joint Stock Commercial Banks

1. The State Bank branch is responsible for sending authorized staff to attend shareholders' meetings of joint stock commercial banks (excluding those wholly owned by the State); monitor the adoption of resolutions by the shareholders' meeting and the removal, dismissal, and election of members of the Board of Directors and the Audit Committee.

2. Within a maximum of fifteen (15) working days after the shareholders' meeting, the Board of Directors of the bank must submit the resolutions of the shareholders' meeting to the State Bank branch.

Article 45. Acceptance, Review, and Decision on Share Transfers in Joint Stock Commercial Banks

The State Bank branch is responsible for accepting, reviewing, and deciding on the approval of share transfers by shareholders of joint stock commercial banks in accordance with Articles 34 and 37 of this Circular.

Article 46. Acceptance, examination, and processing of applications for the State Bank's approval and endorsement of changes to joint-stock commercial banks within its authority

Upon receipt of the joint-stock commercial bank's document requesting approval and endorsement as prescribed, within the time limit stipulated in this Circular, the Governor of the State Bank branch shall be responsible for:

1. Examining and appraising procedures, documents, and conditions as prescribed in this Circular;

2. Issuing a document requesting the bank to provide explanations, supplement documents, or modify contents if it is found that the documents and conditions do not meet the requirements set forth in this Circular; reporting to the Governor of the State Bank to request guidance on implementation (if deemed necessary).

3. Issuing a report to the Governor of the State Bank (through the Inspection and Supervision Department), evaluating the bank's compliance with conditions and documents, clearly stating the branch's viewpoint, submitting to the Governor of the State Bank for consideration and decision on approval or endorsement.

Article 47. Inspection, Audit, and Supervision

After the Governor of the State Bank issues a document approving and endorsing matters proposed by joint-stock commercial banks headquartered in the area, the State Bank branch shall be responsible for monitoring, inspecting, auditing, and supervising the implementation of approved and endorsed contents by banks within its assigned authority. In cases where banks encounter difficulties in implementation or fail to comply with legal regulations, the State Bank branch shall issue a report to the Governor of the State Bank, including recommendations for handling unresolved issues.

Article 48. Review Reports

The State Bank branch shall inspect reports of joint-stock commercial banks as stipulated in Article 43 of this Circular. If, upon inspection, information in the bank's report is inaccurate or does not meet the requirements of this Circular, the State Bank branch shall require the bank to resubmit the report or provide explanations. If, after inspection, the information in the bank's report is accurate and complies with the provisions of this Circular, the State Bank branch shall report to the Governor of the State Bank (through the Inspection and Supervision Department) the results and attach relevant reports.

Section 3

INSPECTION AND SUPERVISION DEPARTMENT OF THE STATE BANK

Article 49. Examination and Submission to the Governor for Decision on Approval and Endorsement of Bank Change Proposals

Upon receipt of the State Bank branch's document or the bank's application document and attached files, following the procedures and formalities prescribed in this Circular, the Inspection and Supervision Department shall be responsible for appraising, soliciting opinions from related units as prescribed in this Circular, compiling, and submitting to the Governor of the State Bank for decision:

- Issuing a document approving and endorsing the bank's change proposal; or

- Issuing a document requesting the State Bank branch or the bank to supplement documents or explain unclear contents; or

- Issuing a document rejecting the proposal, specifying the reasons.

Article 50. Inspection, Audit, and Supervision

After the Governor of the State Bank issues a document approving and endorsing matters proposed by the bank, the Inspection and Supervision Department shall be responsible for monitoring, inspecting, auditing, and supervising the implementation of approved and endorsed contents by banks. In cases where banks encounter difficulties in implementation or fail to comply with legal regulations, the Inspection and Supervision Department shall report to the Governor of the State Bank, including recommendations for handling unresolved issues within its authority.

Article 51. Reviewing Reports

The Inspection and Supervision Authority shall review the reports submitted by State Bank branch offices and banks in accordance with Articles 43 and 48 of this Circular. In case, after reviewing, the information provided in the bank's report and the State Bank branch office's report is not accurate or does not comply with the requirements set forth in this Circular, the Inspection and Supervision Authority shall be responsible for submitting to the Governor a request for the State Bank branch office and the bank to resubmit their reports or provide explanations.

Section 4 ||

OTHER RELATED UNITS

Article 52. Monetary Policy Department

Within a maximum period of five (05) working days from the date of receipt of the request document from the Banking Inspection and Supervision Authority (accompanied by the capital increase application dossier of the Bank), the Monetary Policy Department shall be responsible for providing written comments, evaluating the impact of the capital increase plan on the Bank’s operations and the banking system (if applicable); agreeing or disagreeing with the Bank's capital increase proposal and sending it to the Banking Inspection and Supervision Authority.

Article 53. Organization and Cadre Department

Directing and coordinating with state-owned commercial banks to implement procedures and formalities related to personnel holding positions as members of the Board of Directors, Board of Directors - General Manager, members of the Supervisory Board, Deputy General Managers, Chief Accountants in accordance with the State Bank's regulations on cadre work.

Article 54. Other Related Units

Within a maximum period of five (05) working days from the date of receipt of the request document from the Banking Inspection and Supervision Authority, the relevant unit shall be responsible for providing written comments, agreeing or disagreeing with the bank's proposal and sending it to the Banking Inspection and Supervision Authority.

Chapter VI

IMPLEMENTATION

Article 55. Effectiveness of the Document

1. This Circular takes effect from April 25, 2010.

2. Decisions No. 1122/2001/QĐ-NHNN dated September 4, 2001 of the Governor of the State Bank regarding provisions on shareholders, shares, stocks, and registered capital of state-owned joint-stock commercial banks; Decision No. 797/2002/QĐ-NHNN dated July 29, 2002 amending and supplementing certain articles of Decision No. 1122/2001/QĐ-NHNN dated September 4, 2001 of the Governor of the State Bank; Decision No. 20/2008/QĐ-NHNN dated July 4, 2008 amending and supplementing certain articles of Decision No. 1122/2001/QĐ-NHNN dated September 4, 2001 of the Governor of the State Bank; Decision No. 1087/2001/QĐ-NHNN dated August 27, 2001 of the Governor of the State Bank regarding provisions on the organization and operation of the Board of Directors, Supervisory Board, and General Manager of state-owned joint-stock commercial banks; Decision No. 383/2002/QĐ-NHNN dated April 24, 2002 of the Governor of the State Bank regarding the issuance of model charters for state-owned joint-stock commercial banks shall cease to be effective.

Article 56. Implementation

The Head of the State Bank Office, the Head of the Banking Inspection and Supervision Authority, the Heads of units under the State Bank related to this matter, the Governors of State Bank branch offices in provinces and cities, the Chairmen and members of the Board of Directors, the Heads and members of the Supervisory Board, and the General Managers of state-owned commercial banks are responsible for implementing this Circular./.