Circular No. 07/2004/TT-NHNN amends Point 17.2 of Circular No. 08/2001/TT-NHNN dated September 6, 2001, issued by the Governor of the State Bank of Vietnam guiding the implementation of Decree No. 16/2001/NĐ-CP dated May 2, 2001 on the organization and operation of financial leasing companies.

CIRCULAR

Amending Point 17.2 of Circular No. 08/2001/TT-NHNN dated September 6, 2001 issued by the Governor of the State Bank of Vietnam guiding the implementation of Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of financial leasing companies

On September 6, 2001, the Governor of the State Bank of Vietnam issued Circular No. 08/2001/TT-NHNN guiding the implementation of Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of financial leasing companies. Now, the State Bank of Vietnam amends Point 17.2 of Circular No. 08/2001/TT-NHNN dated September 6, 2001 of the Governor of the State Bank of Vietnam as follows:

1- Procedures and documents to be submitted to the State Bank of Vietnam for approval of changes:

1.1- Documents for changing the name of a financial leasing company

a- A request from the Chairman of the Board of Directors of the financial leasing company proposing to change the name of the financial leasing company. The request must clearly state the reasons and necessity for the change;

b- Minutes and Resolution of the Board of Directors of the financial leasing company regarding the change of name of the financial leasing company;

c- Approval documents from credit institutions that have financial leasing companies under their direct management; from all parties contributing capital in joint venture financial leasing companies; from foreign parties in wholly foreign-owned financial leasing companies.

d- Minutes and Resolution of the Shareholders' Meeting for joint stock financial leasing companies.

1.2- Documents for changing the registered capital

a- A request from the Chairman of the Board of Directors of the financial leasing company proposing to change the registered capital, stating clearly the necessity, reasons for the change, and measures to address any existing issues before the change;

b- Minutes and Resolution of the Board of Directors of the financial leasing company regarding the change of registered capital of the financial leasing company;

c- Approval documents for changing the registered capital from credit institutions that have financial leasing companies under their direct management; from all parties contributing capital in joint venture financial leasing companies; from foreign parties in wholly foreign-owned financial leasing companies;

d- Report on organizational structure and operations up to the latest date of the financial leasing company;

e- In addition to the above documents, joint stock financial leasing companies must submit to the State Bank of Vietnam the following documents:

+ Minutes of the Shareholders' Meeting regarding the change of registered capital;

+ Plan for changing the registered capital approved by the Shareholders' Meeting;

+ List and proportion of shares held by major shareholders before and after the financial leasing company changes its registered capital;

+ Application for purchasing shares from major shareholders.

1.3- Documents for changing the location of the main office, branch, or representative office

a- A request from the Chairman of the Board of Directors of the financial leasing company requesting the State Bank of Vietnam's approval for changing the location of the main office, branch, or representative office, clearly stating the reasons for moving, the new location, and the safety situation at the new location;

b- Resolution of the Board of Directors of joint stock financial leasing companies, joint venture financial leasing companies, and financial leasing companies directly managed by credit institutions with separate Boards of Directors and Supervisory Boards regarding the change of location of the main office, branch, or representative office;

c- Approval document from the People's Committee of the province or city allowing the financial leasing company to establish its main office, branch, or representative office at the new location;

If the People's Committee of the province or city does not provide comments or only provides comments after the State Bank of Vietnam has issued an approval document for changing the location of the main office, branch, or representative office at the new location, the financial leasing company must clearly state this in the request from the Chairman of the Board of Directors for the State Bank of Vietnam to consider;

d- Confirmation document of ownership or lawful right to use the new location of the main office, branch, or representative office;

e- Opinion of the Director of the State Bank of Vietnam branch in the province or city where the financial leasing company plans to establish its main office, branch, or representative office.

1.4- Documents for changing the content, scope, and duration of operations

a- A request from the Chairman of the Board of Directors of the financial leasing company proposing to change the content, scope, and duration of operations, clearly stating the reasons for the change, the necessity of the change, and measures to address any existing issues before the change;

b- Minutes and Resolution of the Board of Directors of the financial leasing company regarding the change of content, scope, and duration of operations;

c- Approval documents from credit institutions that have financial leasing companies with separate Boards of Directors and Supervisory Boards; from all parties contributing capital in joint venture financial leasing companies; from foreign parties in wholly foreign-owned financial leasing companies;

d- Report on organizational structure and operations up to the latest date of the financial leasing company;

e- Minutes and Resolution of the Shareholders' Meeting for joint stock financial leasing companies.

1.5- Documents for transferring excess shareholding beyond the prescribed ratio among parties in a joint venture financial leasing company

a- A request from the Chairman of the Board of Directors of the joint venture financial leasing company requesting the State Bank of Vietnam's approval for the transfer of part of the transferring party's shareholding in the joint venture to the receiving party, clearly stating the reasons for the transfer and measures to address any existing issues before the transfer;

b- Minutes of the Board of Directors meeting of the joint venture financial leasing company agreeing to the transfer of capital;

c- Notification document from the transferring party to the State Bank of Vietnam regarding the transfer of part or all of its shareholding in the joint venture financial leasing company;

d- Request document from the receiving party to the State Bank of Vietnam to purchase part or all of the transferring party's shareholding in the joint venture financial leasing company;

e- In cases where the receiving party is not a party in the joint venture, this entity must supplement additional documents specified in Point 9, Section II of Circular No. 08/2001/TT-NHNN dated September 6, 2001, guiding the implementation of Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of financial leasing companies.

1.6 - Documents for transferring shares exceeding the ratio prescribed by the State Bank, changing the shareholding ratio of major shareholders in a joint-stock financial leasing company.

a- A proposal from the Chairman of the Board of Directors;

b- Share transfer applications from shareholders (for shareholder entities, these must be signed and stamped by the entity's authorized representative);

c- Share purchase applications from shareholders, including commitments regarding the legality of the source of funds for purchasing shares, acceptance of the current financial status, the charter of the joint-stock financial leasing company, and compliance with all relevant laws governing share purchases (for shareholder entities, these must be signed and stamped by the entity's authorized representative);

d- Documents for shareholders transferring shares below 20% of the registered capital;

e- Other related documents concerning changes and transfers of shares.

1.7 - Changes to members of the Board of Directors, Supervisory Board, and General Director (Director): shall be carried out according to the Regulations on the Organization and Operation of the Board of Directors, Supervisory Board, and General Director (Director) of non-bank financial institutions issued by Decision No. 516/2003/QĐ-NHNN dated May 26, 2003 of the Governor of the State Bank.

1.8 - Procedures and formalities for requesting approval of changes by the financial leasing company.

a- For joint-stock financial leasing companies:

The documents are prepared in three copies and sent to the State Bank Branch in the province or city where the financial leasing company is headquartered. Within a maximum period of 15 working days from the date of receipt of complete documents, the State Bank Branch in the province or city must provide a written opinion on the requests for change made by the financial leasing company and send it to the State Bank (Department of Banks) along with two copies of the company's documents.

In the case specified in point 1.6, the State Bank Branch must check the share transfer before the change to ensure that the shareholders' capital is legal and issue a written approval for the joint-stock financial leasing company to transfer shares or not approve (if the documents do not meet the requirements, the change in shares poses a risk of instability in the operations of the joint-stock financial leasing company). The disapproval document must clearly state the reasons.

b- For other financial leasing companies:

The documents are prepared in two copies and sent to the State Bank of Vietnam (Department of Banks). In the case of financial leasing companies under financial institutions without their own Board of Directors and Supervisory Board, the documents at points 1.1.a, 1.2.a, 1.3.a, and 1.4.a of the Chairman of the Board of Directors of the financial leasing company will be replaced by the documents of the Chairman of the Board of Directors of the financial institution with the financial leasing company under its jurisdiction.

c- Within 15 working days from the date of receipt of complete documents as stipulated, the Governor of the State Bank will review and approve the changes of the financial leasing company. If not approved, the State Bank will issue a written response clearly stating the reasons for disapproval.

d- The financial leasing company must submit a copy of the registration of changes issued by the competent authority (certified copy) and other related documents to the State Bank (Department of Banks). For joint-stock financial leasing companies, they must also send an additional set of the aforementioned documents to the State Bank branch in the province or city where the joint-stock financial leasing company is headquartered.

1.9 - Responsibilities of units under the State Bank:

a. Department of Banks and Non-Bank Financial Institutions, State Bank Branches in provinces and cities:

- Receiving documents for requesting approval of changes by the financial leasing company in accordance with the procedures and formalities stipulated in point 1 of this Circular;

- Coordinating with relevant departments under the State Bank to examine and submit to the Governor for approval of changes by the financial leasing company.

b- State Bank Inspectorate:

- Cooperating and providing information to the Department of Banks on the operational situation and proposing issues related to changes by the financial leasing company;

- Organizing inspections and supervision of the implementation of changes by the financial leasing company; handling according to their authority and recommending the Governor of the State Bank to handle cases of violation of regulations in this Circular.

2 - This Circular takes effect 15 days after its publication in the Official Gazette.

3 - The Head of the Office, Heads of the Department of Banks and Non-Bank Financial Institutions, Heads of units under the State Bank, Governors of State Bank branches in centrally governed provinces and cities, Chairmen of the Board of Directors and General Directors (Directors) of financial institutions with financial leasing companies under their jurisdiction, Chairmen of the Board of Directors, Supervisory Boards, and General Directors (Directors) of financial leasing companies are responsible for implementing this Circular.