Circular No. 06/2015/TT-NHNN stipulates the time limit, procedure, and transitional procedures for cases of shareholding exceeding the limits prescribed in Article 55 of the Law on Credit Institutions.

CIRCULAR

Regulations on the time limit, procedure, and process for transferring excess shareholding

d) Determine the average monthly business travel distance of the position 3. Amend Clause 3 Article 2 as follows:Article 55 LLaw on Credit Institutionsg

_________________________

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

No. 06/2013/UBTVQH13 dated March 18, 2013;

Pursuant to Decree No. 156/2013/NĐ-CP dated November 11, 2013, of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Inspectorate and Supervision Department,

The Governor of the State Bank of Vietnam (hereinafter referred to as the State Bank) shall stipulate the time limit, procedure, and process for transferring in cases of excess shareholding as prescribed in Article 55 of the Law on Credit Institutions.

Article 1. Scope of Regulation and Applicability

1. This Circular stipulates the time limit, procedure, and process for transferring in cases where shareholders, shareholders and related parties of such shareholders hold shares of credit institutions exceeding the limits prescribed in Article 55 of the Law on Credit Institutions that occurred before the Law on Credit Institutions came into effect (hereinafter referred to as "excess shareholding").

2. This Circular applies to:

a) Shareholders, shareholders and related parties of such shareholders (hereinafter collectively referred to as "related shareholder group") holding excess shareholding;

b) Credit institution having shareholders, related shareholder group holding excess shareholding (hereinafter referred to as "credit institution").

Article 2. Time limit, procedure, and process for transferring in cases of excess shareholding

1. The credit institution shall cooperate with shareholders, related shareholder group holding excess shareholding to develop a Plan to address excess shareholding (hereinafter referred to as "Plan to address excess shareholding"), ensuring that by December 31, 2015, the proportion of shares held by shareholders, related shareholder group at the credit institution complies with the provisions of the Law on Credit Institutions, except for cases of excess shareholding that have been

a) A list of shareholders, related shareholder group (indicating the relationship) currently holding excess shareholding including the following information:

- Name, ID number or passport number, place of permanent residence (for individual shareholders); name, headquarters address, business sector, business registration certificate number, tax code (for corporate shareholders);

- Number of shares and percentage of capital stock currently held at the credit institution (including the number and percentage of capital stock entrusted to other organizations or individuals; information about the organization or individual receiving the entrustment and the relationship between the organization or individual receiving the entrustment and the shareholder (if any));

- Number of shares and percentage of capital stock currently received from other organizations or individuals through entrustment; information about the organization or individual entrusting and the relationship between the organization or individual entrusting and the shareholder (if any);

- Information about the representative of the contributed capital, related parties of shareholders within the related shareholder group;

b) Measures and timeline to address excess shareholding;

c) Commitment of the credit institution to coordinate and urge shareholders, related shareholder group holding excess shareholding to implement the measures according to the timeline stated above.

2. During the implementation period of the Plan to address excess shareholding stipulated in Clause 1 of this Article or during the period specified in the restructuring plan approved by the State Bank, shareholders, related shareholder group currently holding excess shareholding shall not increase their holdings of shares at the credit institution in any form, except for the following cases:

a) Receiving bonus shares or dividends in the form of shares;

b) Purchasing additional shares issued when the credit institution increases its registered capital through public offering of shares but ensuring that the shareholding ratio after purchase complies with the shareholding limits prescribed in Article 55 of the Law on Credit Institutions.

3. From the date this Circular takes effect, the credit institution shall not provide credit or new credit (in case credit has already been provided) to shareholders, shareholders within the related shareholder group currently holding excess shareholding or related parties of such shareholders.

4. Individual shareholders, corporate shareholders with representatives of contributed capital being members of the Board of Directors, members of the Supervisory Board, General Director (Director) of the credit institution currently holding excess shareholding are permitted to transfer the excess shares they own as prescribed.

Article 3. Handling after the transition period

After the handling deadline specified in Clause 1 of Article 2 of this Circular or after the deadline stated in the Restructuring Plan approved by the State Bank of Vietnam, if shareholders or related shareholder groups have not ensured compliance with the shareholding limits prescribed by the Law on Credit Institutions, the State Bank of Vietnam shall apply the following measures:

a) Shareholders or belong to related shareholder groups currently holding shares exceeding the limit at the credit institution;

b) Representatives of capital contributions or related parties of the entities mentioned in point a of this Clause.

3. Shareholders or related shareholder groups currently holding shares exceeding the limit may not increase their shareholdings at credit institutions in any form, except for the cases stipulated in Clause 2 of Article 2 of this Circular; they shall not receive cash dividends (if any) for the excess shares held until they ensure compliance with the shareholding limits prescribed.

4. Other necessary measures as prescribed by law, including restructuring measures for credit institutions with shareholders or related shareholder groups holding shares exceeding the limit, as required by the State Bank of Vietnam.

Article 4. Responsibilities of credit organizations

1. Review the list of shareholders or related shareholder groups holding shares exceeding the limit prescribed by the Law on Credit Institutions and cooperate with these shareholders to develop a Remediation Plan as stipulated in Clause 1 of Article 2 of this Circular to submit to the State Bank of Vietnam (through the Banking Inspection and Supervision Department or the State Bank of Vietnam branch in the province or city where the credit institution's headquarters is located, if there is no Banking Inspection and Supervision Department) within thirty days from the date this Circular takes effect.

2. Monitor and urge shareholders holding shares exceeding the limit to implement the Remediation Plan as stipulated in Clause 1 of Article 2 of this Circular. Report regularly every month (before the tenth day of the following month) to the State Bank of Vietnam (through the Banking Inspection and Supervision Department or the State Bank of Vietnam branch in the province or city where the credit institution's headquarters is located, if there is no Banking Inspection and Supervision Department) on the implementation results of the Remediation Plan of the credit institution, including:

- The situation of shareholders or related shareholder groups holding shares exceeding the limit, providing full information as prescribed in point a of Clause 1 of Article 2 of this Circular;

- The results of remedying the shareholding ratio of shareholders or related shareholder groups holding shares exceeding the limit; in case the progress specified in the Remediation Plan has not been achieved, report clearly the reasons, difficulties, and obstacles (if any) and propose solutions.

3. Fulfill the reporting responsibility on shareholders and shares as required by the State Bank of Vietnam for each period (if applicable).

4. Supplement the Remediation Plan as stipulated in Clause 1 of Article 2 of this Circular (including measures and timelines) into the Restructuring Plan of the organization and operations of the credit institution to implement synchronously according to the requirements of the State Bank of Vietnam (in cases where the Restructuring Plan has already been approved but does not include this content).

Article 5. Responsibilities of shareholders, groups of related shareholders holding shares exceeding the limit

1. Cooperate with credit institutions to develop and implement measures to ensure compliance with laws on shareholding limits and other relevant regulations.

2. Adhere to legal provisions concerning the rights and obligations of shareholders and the transfer of shares held by shareholders at credit institutions.

3. To bear legal responsibility for the accuracy and completeness of information provided to credit institutions.

Article 6. Responsibilities of the State Bank of Vietnam branch in the province or city where the credit institution's headquarters is located (excluding areas with the Banking Inspection and Supervision Department)

1. Receive reports from credit institutions regarding the Plan to address the issue of holding shares exceeding the limit as stipulated in this Circular; direct credit institutions to complete the Plan to address (if necessary); report to the State Bank of Vietnam (through the Banking Inspection and Supervision Department) the credit institution's Plan to address.

2. Monitor and supervise the implementation of the Plan to address by credit institutions; quarterly (before the 20th day of the following month) report to the State Bank of Vietnam (through the Banking Inspection and Supervision Department) on the results of the implementation of the credit institutions' Plans to address according to the contents specified in Clause 2 of Article 4 of this Circular, including recommendations for handling difficulties faced by credit institutions (if any).

Article 7. Responsibilities of the Banking Inspection and Supervision Department and other Departments and Bureaus under the State Bank of Vietnam

1. The Banking Inspection and Supervision Authority:

a) Receive reports from credit institutions headquartered in Hanoi and Ho Chi Minh City regarding the Plan to address the issue of holding shares exceeding the limit as stipulated in this Circular; direct credit institutions to complete the Plan to address (if necessary); monitor and supervise the implementation of the Plan to address by shareholders and credit institutions that have been reported to the State Bank of Vietnam;

b) Receive and compile reports from credit institutions headquartered in Hanoi and Ho Chi Minh City as specified in Clause 2 of Article 4 and from State Bank of Vietnam branches in provinces and cities as specified in Clause 2 of Article 6 of this Circular;

c) Serve as the focal point for advising the Governor of the State Bank of Vietnam on handling requests from State Bank of Vietnam branches in provinces and cities and issues and difficulties arising in connection with addressing the issue of holding shares exceeding the limit at credit institutions.

2. Other Departments and Bureaus: Coordinate in handling requests from State Bank of Vietnam branches in provinces and cities, credit institutions, and related issues and difficulties as requested by the Banking Inspection and Supervision Department.

Article 8. Effective Date

This Circular takes effect from July 15, 2015.

Article 9. Implementation Organization

The Director of the Office, the Director of the Banking Inspection and Supervision Department, Heads of units under the State Bank of Vietnam, Governors of State Bank of Vietnam branches in centrally governed provinces and cities, Chairmen and members of the Board of Directors, General Managers (Directors) of credit institutions are responsible for implementing this Circular./.