Circular No. 08/2000/TT-NHNN5 guiding the implementation of Decree No. 13/1999/NĐ-CP dated March 17, 1999 of the Government on the organization and operation of foreign credit institutions and representative offices of foreign credit institutions in Vietnam.

1. The objects regulated by this Circular

The objects regulated by this Circular include:

Joint venture banks (including both Vietnamese and foreign sides);

Branches of foreign banks;

Representative offices of foreign credit institutions.

2. This Circular does not apply to non-bank joint venture credit institutions and wholly foreign-owned non-bank credit institutions.

1. Conditions for Obtaining a License for Establishment and Operation

1.1 Conditions for the Vietnamese Side and the Foreign Side to Obtain a License for Establishment and Operation of a Joint Venture Bank in Vietnam:

a) The Vietnamese side and the foreign side applying to establish a joint venture bank must be banks operating soundly and having good reputations in their home countries;

b) There must be a need for banking operations in the area where they wish to operate;

c) The joint venture bank must have sufficient charter capital as stipulated by Vietnamese law when obtaining a license for establishment;

d) There must be a feasible business plan when operating the joint venture in Vietnam;

đ) There must be individuals with full capacity for civil acts and appropriate professional qualifications to manage and operate the joint venture bank;

e) There must be articles of organization and operation consistent with Vietnamese law;

g) There must be a document from the competent authority of the foreign country allowing the establishment and operation of the joint venture bank in Vietnam.

1.2 Conditions for a Foreign Bank to Obtain a License for Establishing a Branch in Vietnam:

a) It must be a reputable bank;

b) There must be a need for banking operations in the area where it wishes to operate;

c) The branch must have sufficient capital as prescribed by Vietnamese law when obtaining a license for establishment;

d) There must be a feasible business plan in Vietnam;

đ) There must be individuals with full capacity for civil acts and appropriate professional qualifications to manage and operate the branch;

e) There must be a document from the competent authority of the foreign country allowing the establishment and operation of the branch in Vietnam;

f) There must be a document from the competent authority of the foreign country ensuring the ability to supervise all activities of the branch in Vietnam;

g) There must be a document from the foreign bank guaranteeing responsibility for all obligations and commitments of the branch in Vietnam.

2. Application Documents for Obtaining a License for Establishment and Operation

2.1 Application Documents for Obtaining a License for Establishment and Operation of a Joint Venture Bank

The Vietnamese side and the foreign side applying for a license for establishment and operation of a joint venture bank in Vietnam must submit to the State Bank a dossier including the following:

a) An application for a license for establishment and operation of a joint venture bank in Vietnam signed by the legal representative or authorized person of each participating party (Annex 1 attached);

b) A draft charter of the joint venture bank;

c) A three-year business plan after establishment;

d) A list, curriculum vitae, and certificates proving the capabilities and professional qualifications of the founding members, board of directors, supervisory board, and general manager (director) of the joint venture bank;

đ) A list of contributing parties and their contribution levels to the joint venture;

e) Financial status and related information about the participating parties;

3.1. Applications for a License from foreign credit institutions must be prepared in two sets, one in Vietnamese and one in English. Documents prepared abroad must be legalized by consular authorities. Vietnamese copies and translations from English to Vietnamese must be certified by a Vietnamese notary public;

3.2. The parties applying for a License to establish and operate a joint venture bank or a foreign bank applying for a License to open a branch to operate in Vietnam (hereinafter referred to as the License) shall submit two sets of application documents to the State Bank of Vietnam (Department of Banks) as stipulated in point 3.1.

4.1. Upon receipt of a complete and valid set of application documents, the State Bank (Department of Banks) shall confirm in writing the validity of the application for the joint venture parties or the foreign bank applying for the License.

4.2. Time limit for examination and issuance of the License: Within ninety days from the date of receipt of the complete application documents for the License from the joint venture parties or the foreign bank, the State Bank shall decide to issue the License or refuse to issue it. In case of refusal to issue the License, the State Bank shall provide a written explanation of the reasons.

The License for establishing and operating a joint venture bank and the License for opening a foreign bank branch shall be issued according to the prescribed form (Annex 3 and Annex 4 attached).

5.1. Within fifteen working days from the date of issuance of the License, the joint venture parties or the foreign bank receiving the License must pay a fee in US dollars into an account designated by the State Bank. Proof of payment of the fee must be sent to the Department of Banks for record keeping.

5.2. The amount of the fee for each issuance of the License (or extension of the License) is specified in Clause 1, Article 18 of the Decree.

5.3. This fee shall not be deducted from the statutory capital and shall not be refunded under any circumstances.

6.1. After being granted the License, the joint venture bank, the foreign bank branch must register their business operations in accordance with current laws on business registration.

6.2. The joint venture bank, the foreign bank branch must send a copy of the Certificate of Business Registration to the State Bank (Department of Banks) within seven working days from the date of issuance.

6.3. In cases of supplementary or changed information recorded in the License, after obtaining written approval from the State Bank, the joint venture bank, the foreign bank branch must register the changes with the Business Registration Authority.

7.1. At least thirty days before commencing operations, the joint venture bank, the foreign bank branch must transfer the entire statutory capital in cash into a frozen account without interest at the State Bank. This capital can only be unfrozen after the joint venture bank, the foreign bank branch has commenced operations.

7.2. In cases where the registered capital or authorized capital includes part in kind, the joint venture bank, the foreign bank branch must present to the State Bank legal documents proving ownership and value of the assets.

8. Use of Registered Capital of Joint Venture Banks and Authorized Capital of Foreign Bank Branches

The use of registered capital of joint venture banks and authorized capital of foreign bank branches must comply with the following principles:

a) Purchase of assets directly serving business operations up to a maximum of twenty-five percent of the registered capital or authorized capital;

b) During the course of operations, the joint venture bank, the foreign bank branch may transfer funds abroad to foreign banks at a percentage rate relative to the registered capital or authorized capital, subject to approval by the State Bank. The joint venture bank, the foreign bank must submit a document to the State Bank guaranteeing that they will repatriate the transferred funds to Vietnam when requested by the State Bank;

c) The full amount of the registered capital of the joint venture bank and the authorized capital of the foreign bank branch must always be fully reflected in the asset balance sheet of the joint venture bank and the foreign bank branch.

9.1. Within twelve months from the date of issuance of the License, the joint venture bank, the foreign bank branch must complete all necessary procedures and commence operations. The joint venture bank, the foreign bank branch may only commence operations after obtaining the Certificate of Business Registration.

9.2. At least fifteen days prior to the commencement of operations, the joint venture bank, the foreign bank branch must notify the State Bank, the Business Registration Authority, and the People's Committee of the province or centrally governed city where the joint venture bank, the foreign bank branch is located of the date of commencement of operations.

9.3. In special cases where operations cannot commence within the time frame specified in point 9.1., at least thirty days before the expiration of the commencement period, the Chairman of the Board of Management of the joint venture bank or the authorized representative of the foreign bank must submit a written explanation and request for an extension of the commencement date to the State Bank. The State Bank may consider extending the commencement period by up to six additional months.

9.4. Upon expiration of the prescribed period or the extended period, if the Joint Stock Bank, Foreign Bank Branch has been granted a License but does not commence operations, the State Bank of Vietnam shall revoke the issued License and process the refund of the deposit (if any) after deducting the prescribed fees.

9.5. At least thirty days prior to commencing operations, the Joint Stock Bank, Foreign Bank Branch must publish in five consecutive daily newspapers in Vietnamese (at least one central newspaper and one local newspaper where the main office is located) the following contents:

a) The name and address of the Joint Stock Bank, Foreign Bank Branch granted the License, the names of the parties involved in the joint venture or the name of the foreign bank;

b) The charter capital of the Joint Stock Bank, the authorized capital of the Foreign Bank Branch;

c) The scope and nature of activities, duration of operation;

d) The number and date of the License issued by the State Bank of Vietnam; the number and date of the Business Registration Certificate, the issuing authority;

đ) The opening day for operations;

e) The full name and nationality of the Chairman of the Board of Directors, General Director (Director) of the Joint Stock Bank, Foreign Bank Branch;

g) Other characteristics deemed necessary;

These publications must be sent to the State Bank of Vietnam (Department of Banks) for record keeping.

9.6. The Joint Stock Bank, Foreign Bank Branch is responsible for registering with the People's Committee of the province or centrally governed city where the main office is located all foreign nationals and Vietnamese working at the Foreign Bank Branch, Joint Stock Bank (at the main office and branches).

10.1. The fiscal year of the Joint Stock Bank, Foreign Bank Branch begins on January 1 and ends on December 31. The first fiscal year starts from the opening day for operations and ends on December 31 of that year.

10.2. The Joint Stock Bank, Foreign Bank Branch must implement the bookkeeping system and accounting according to the accounting chart of accounts prescribed by the State Bank of Vietnam. The unit of accounting is the Vietnamese Dong. Accounting in foreign currency for reports to the headquarters of the foreign credit institution must be approved by the State Bank of Vietnam.

10.3. The Joint Stock Bank, Foreign Bank Branch must accurately and fully account for all transactions and preserve books and records related to these transactions in accordance with the Accounting and Statistics Ordinance of Vietnam.

11.1. The Joint Stock Bank, Foreign Bank Branch must submit periodic reports in Vietnamese on accounting, statistics, and statistical forms regarding the operational status of the Joint Stock Bank, Foreign Bank Branch to the State Bank of Vietnam and the tax authority under the Ministry of Finance as prescribed by the State Bank of Vietnam and the Ministry of Finance.

11.2. Contents of the mid-year report and annual financial report:

The mid-year report and annual report submitted to the State Bank of Vietnam (Department of Banks and Banking Inspection Department) include the following contents:

Operational situation during the reporting period;

Profit and loss results and profit distribution;

Occurrences and difficulties encountered during the operational process and recommendations and suggestions to the State Bank of Vietnam.

11.3. The mid-year report must be submitted before August 30 and the annual report must be submitted within ninety days from the end of the fiscal year.

11.4. The annual financial report of the Joint Stock Bank, Foreign Bank Branch must be audited by an independent auditing company approved by the State Bank of Vietnam.

11.5. Within one hundred eighty days from the end of the fiscal year of Vietnam, the Joint Stock Bank, Foreign Bank Branch must submit to the State Bank of Vietnam (Department of Banks, Banking Inspection Department) the annual financial report of the joint venture participants, foreign bank in Vietnamese or English.

12.1. The competent supervisory and inspection authorities of foreign countries and foreign banks with branches in Vietnam have the right to inspect and examine the operations of the Foreign Bank Branches in Vietnam. Prior to conducting inspections, these authorities must notify the State Bank of Vietnam (Inspector General of the State Bank of Vietnam and Head of the Department of Banks) in writing about the content, start date, and end date of the inspection.

12.2. Not later than thirty days after the completion of the inspection, the foreign inspection authorities must submit to the State Bank of Vietnam (Inspector General of the State Bank of Vietnam and Head of the Department of Banks) a written report on the results of the inspection.

13.1. Changing the name of the Joint Stock Bank, Foreign Bank Branch in Vietnam:

The application for changing the name submitted to the Governor of the State Bank of Vietnam includes:

A request for name change signed by the Chairman of the Board of Directors of the Joint Stock Bank or the authorized representative of the foreign bank.

Decision of the Chairman of the Board of Directors or Shareholders' Meeting (for the Joint Stock Bank). Approval or acceptance of the name change from the competent authority of the home country for the foreign bank requesting the name change (for the Foreign Bank Branch).

The amended and supplemented Charter of the Joint Stock Bank, Branch of Foreign Bank after renaming.

13.2. Increase or decrease the registered capital of the Joint Stock Bank, authorized capital of the Branch of Foreign Bank:

Documents for requesting to increase or decrease capital submitted to the Governor of the State Bank include:

Application for increasing or decreasing the registered capital, authorized capital. Clearly state the amount of increased (or decreased) capital, reasons for increasing (or decreasing) capital and implementation time signed by the Chairman of the Board of Directors of the Joint Stock Bank or the authorized person of the Foreign Bank;

Minutes of the Board of Directors meeting of the Joint Stock Bank, Foreign Bank agreeing to increase or decrease the registered capital, authorized capital.

13.3. Transfer of business address

a) Transfer of business address to another province or city:

Documents submitted to the Governor of the State Bank include:

Application for transferring business address to another province or city signed by the Chairman of the Board of Directors of the Joint Stock Bank or the authorized person of the Foreign Bank;

In case one of the Parties in the joint venture wants to withdraw from the joint venture or transfer its share contribution to one or more partners inside or outside the joint venture, they must comply with the provisions of Article 26 and 27 of the Decree.

The State Bank only accepts partners who meet the conditions to participate in the Joint Stock Bank as stipulated by law to ensure the effectiveness of banking activities.

14.1. Transfer to the Parties in the Joint Stock Bank:

The transfer of capital to the Parties in the Joint Stock Bank exceeding the prescribed limit shall only be effective after being approved by the State Bank.

The Chairman of the Board of Directors of the Joint Stock Bank must submit a report to the Governor of the State Bank requesting approval for the transfer of shares between the transferring Party in the joint venture (called the Seller) and the receiving Party in the joint venture (called the Buyer), attached documents include:

a) Minutes of the Board of Directors meeting of the Joint Stock Bank agreeing to the transfer signed by the participating joint venture parties;

b) Document of the Seller sent to the State Bank notifying the transfer of part or all of its share contribution in the Joint Stock Bank to the Buyer;

c) Document of the Buyer sent to the State Bank requesting approval to purchase part or all of the share contribution in the Joint Stock Bank of the Seller.

14.2. Transfer to one or more organizations outside the joint venture (called New Partner):

The Chairman of the Board of Directors of the Joint Stock Bank must submit a report to the Governor of the State Bank requesting approval for the transfer of share contribution of one or more Parties in the joint venture (Seller) to the New Partner, attached documents include:

a) Minutes of the Board of Directors meeting of the Joint Stock Bank agreeing to the transfer of the Seller's share contribution to the New Partner, signed by the participating joint venture parties;

b) Document of the Seller sent to the State Bank notifying the transfer of part or all of its share contribution in the Joint Stock Bank to the New Partner;

c) Document of the New Partner sent to the State Bank requesting to accept part or all of the share contribution in the Joint Stock Bank of the Seller.

d) Articles of Association, Business License of the new Partner;

đ) If the new Partner is a foreign credit institution, it must have a document from the competent authority of its home country allowing the new Partner to participate in a joint venture bank in Vietnam;

e) The audited balance sheet, profit and loss statement, and report on operational status for the last three years of the new Partner;

g) Other documents required by the State Bank;

The State Bank will only approve the transfer of equity contribution from one or more Parties in the joint venture bank to the new Partner based on the new Partner ensuring compliance with the conditions stipulated in Clause 1, Article 106, Law on Credit Institutions;

14.3. In the case of transferring the equity contribution of the participating parties in the joint venture bank due to one or more participating parties in the joint venture bank being declared bankrupt, merged, consolidated, split, or acquired (referred to as the Managed Party), the Chairman of the Board of Directors of the joint venture bank must notify and request the State Bank's approval. The organization legally entitled to take over the equity contribution of the Managed Party in the joint venture bank (referred to as the Managing Party) shall enjoy all rights and obligations as the Managed Party in the joint venture bank. The application documents for the State Bank's approval include:

a) A proposal from the Chairman of the Board of Directors of the joint venture bank sent to the Governor of the State Bank requesting approval for the transfer of the equity contribution of one or more participating parties in the joint venture bank due to one or more participating parties in the joint venture bank being declared bankrupt, merged, consolidated, split, or acquired;

b) A document from the Managed Party sent to the State Bank notifying the transfer of its equity contribution in the joint venture bank to the Managing Party;

c) A document from the Managing Party sent to the State Bank requesting to take over the equity contribution of the Managed Party in the joint venture bank;

d) Legal documents demonstrating the Managing Party's lawful right to take over the equity contribution of the Managed Party in the joint venture bank;

14.4. Transferring the equity contribution of the participating parties in the joint venture bank may lead to the following changes: the name of the bank, articles of association, joint venture contract, members of the Board of Directors, Supervisory Board, General Director (Director) of the joint venture bank. In the event of any change, the joint venture bank must proceed with the relevant procedures for such changes according to Point 13, Section II of this Circular;

The joint venture bank is allowed to open branches and representative offices in provinces and centrally administered cities according to the regulations on opening branches and representative offices of credit institutions operating in Vietnam;

Immediately upon occurrence of the following changes at foreign credit institutions (in their home countries), the joint venture bank, and foreign bank branches must submit a document to the State Bank reporting these changes:

a. Splitting, merging, or consolidating foreign credit institutions;

b. Changing the Chairman of the Board of Directors or the Chief Executive Officer;

c. Changing the address or name of the foreign credit institution;

d. Bankruptcy, liquidation, or dissolution of the foreign credit institution;

17.1. At least 180 days before the end of the operation period recorded in the License, if a credit institution holding a License wishes to extend the validity period of the License, it must submit a request for extension of the License validity period to the Governor of the State Bank;

For joint venture banks: The request for extension of the License validity period submitted to the Governor of the State Bank must be signed by the legal representative of the parties in the joint venture;

For foreign bank branches: The request for extension of the License validity period submitted to the Governor of the State Bank must be signed by the Chairman of the Board of Directors or a person authorized by the Chairman of the Board of Directors of the foreign bank;

Documents accompanying the request for extension of the License validity period include:

a) A summary report on operations since obtaining the License, detailing business results in Vietnam, achievements and unachieved goals compared to plans, and future operational strategies, signed by the Chairman of the Board of Directors of the joint venture bank or the General Director (Director) of the foreign bank branch;

b) The annual report of the foreign credit institution in the most recent year in English. The activities in the most recent year of the annual report must be translated into Vietnamese;

Within 30 days from the date of receiving complete and valid application documents as stipulated above, the State Bank will decide on extending the validity period of the License or reject the extension. In the case of rejection, the State Bank will provide a detailed explanation of the reasons;

19.1. Joint venture banks and foreign bank branches terminate operations when the operation period recorded in the License or the decision on extending the License validity period expires, or when they request termination of operations before the expiration date;

a) For joint venture banks: Application documents and procedures for terminating operations as prescribed by the State Bank.

b) For the Branch of Foreign Bank:

Not later than 60 days before the expiry date of the operation period recorded in the License or Decision extending the term of the License or the proposed date to request cessation of operations, the Chairman of the Board of Directors or the person authorized by the Chairman of the Board of Directors of the foreign bank shall submit a request to the Governor of the State Bank of Vietnam requesting to cease operations. In cases where the request for cessation of operations is made prior to the expiry date, the request must clearly state the anticipated cessation date of the foreign bank's branch in Vietnam.

Attached documents include:

A statement of the liquidation procedures for assets, payment plans and recovery of debts, capital transfer plans, profit and asset repatriation;

Other documents as required by the State Bank of Vietnam.

Within 30 days from the date of receipt of the complete set of documents mentioned above accompanied by confirmation documents from competent state agencies regarding the completion of all obligations under Vietnamese law by the foreign bank's branch, the State Bank of Vietnam shall issue a decision on the cessation of operations of the foreign bank's branch. In case of refusal or non-acceptance to permit cessation of operations, the State Bank of Vietnam shall provide a written explanation of the reasons.

d) Responsibilities of the foreign bank's branch:

Within 15 working days from the date the foreign bank's branch receives the State Bank of Vietnam's decision on cessation of operations, the foreign bank's branch must return the License to the State Bank of Vietnam and publish five consecutive issues of newspapers (at least one central newspaper and one local newspaper where the branch is located) announcing the cessation of operations.

19.2. Joint venture banks, foreign bank branches have their licenses revoked and are forced to cease operations.

a) For joint venture banks: The procedures and documents for ceasing operations shall be applied according to the regulations of the State Bank of Vietnam.

b) For the Branch of Foreign Bank:

In addition to the cases of license revocation stipulated in Article 29 of the Law on Credit Organizations, foreign bank branches will have their licenses revoked if the foreign bank is declared bankrupt or dissolved. Prior to ceasing operations, the foreign bank's branch must fulfill all obligations and complete necessary procedures as prescribed by Vietnamese law. The set of documents submitted to the State Bank of Vietnam includes:

A document from the competent authority abroad deciding to dissolve or declare bankruptcy of the foreign bank;

A statement of the liquidation procedures for assets, payment plans and recovery of debts, capital transfer plans, profit and asset repatriation (if applicable).

Confirmation documents from competent state agencies regarding the completion of all related obligations by the foreign bank's branch.

Other documents as required by the State Bank of Vietnam.

Within 30 days from the date of receipt of the complete set of documents mentioned above, the State Bank of Vietnam shall issue a decision on the cessation of operations of the foreign bank's branch. In case the review period needs to be extended, the State Bank of Vietnam shall provide a written explanation of the reasons.

The State Bank of Vietnam's decision on the cessation of operations of the foreign bank's branch shall be sent to the foreign bank's branch, the People's Committee of the province/city where the branch is located, the Business Registration Authority, and relevant agencies. Within 15 working days from the date of the cessation decision, the foreign bank's branch must return the License to the State Bank of Vietnam. The State Bank of Vietnam will announce in one central newspaper and one local newspaper at the location of the foreign bank's branch five consecutive issues about the cessation of operations of the foreign bank's branch.

a) The foreign credit organization is a legal entity permitted to operate banking activities abroad;

b) The foreign credit organization is permitted by the competent authority of its home country to open a Representative Office in Vietnam;

c) The foreign credit organization has cooperative relations with Vietnamese economic organizations.

2.1. A foreign credit organization wishing to open a Representative Office (RO) in Vietnam must submit to the State Bank of Vietnam a set of documents including:

a) An application to open an RO in Vietnam signed by the Chairman of the Board of Directors or an authorized representative of the foreign credit organization (Annex 5 attached).

The application to open an RO must clearly state the purpose and scope of operations of the office;

b) A copy of the operating license of the foreign credit organization issued by the competent authority of its home country;

c) A document from the competent authority of the home country permitting the foreign credit organization to open a Representative Office in Vietnam. If the home country's regulations do not require such a document, evidence confirming this must be provided;

d) Financial statements, audited profit and loss statements, and reports on operational status for the last three years of the foreign credit organization;

đ) Curriculum vitae of the Head of the Representative Office in Vietnam (confirmed by the foreign credit organization);

e) Documents at points a, b, c, d, and đ must be translated from the original language into Vietnamese and certified by a Vietnamese notary public.

2.2. A foreign credit organization applying for a License must submit a complete set of documents as specified in point 2.1 to the State Bank of Vietnam.

3.1. The date of receipt of a complete and valid set of documents as stipulated in point 2 shall be confirmed in writing by the State Bank of Vietnam to the foreign credit organization and sent to relevant state management agencies and the People's Committee of the province/city where the RO is planned to be established for their opinions.

3.2. Within 20 (twenty) days from the date of sending the exchange of opinions document, if no reply is received from the relevant agencies, the State Bank of Vietnam shall continue the review process to ensure compliance with the time limit specified in point 3.3.

3.3. Within thirty (30) days from the date of receiving complete and valid documents, the State Bank shall consider issuing the License (Annex 6) or refusing to issue the License. In case of refusal to issue the License, the State Bank shall notify in writing with detailed reasons.

3.4. After issuing the License for establishing a Representative Office for foreign credit institutions, the State Bank shall send a copy of the License to the Branch of the State Bank, People's Committee of the province/city where the Representative Office is located.

Within seven (7) working days from the date of issuance of the License for establishing a Representative Office, the foreign credit institution shall pay the licensing fee into the account designated by the State Bank in accordance with the current laws.

5.1. Within twelve (12) months from the date of issuance of the License, the Representative Office must commence operations and notify the State Bank, Branch of the State Bank, and People's Committee of the province/city where the Representative Office is located of the commencement date.

5.2. Within forty-five (45) days from the date of issuance of the License for establishing a Representative Office, or within fifteen (15) days from the date of extension of the License period, the foreign credit institution must submit to the People's Committee of the province/city where the office is located a registration dossier for operations including:

a) Application for registration of activities according to the guidance of the People's Committee of the province/city;

b) Lease contracts for office premises and houses;

c) Registration of the number of foreigners working at the Representative Office (including foreigners and overseas Vietnamese) and the number of Vietnamese working at the Representative Office, Labor Contracts with Vietnamese employees;

d) Appointment letter of the Representative Office Director issued by the authorized person of the foreign credit institution, accompanied by the curriculum vitae of the Representative Office Director.

5.3. Within fifteen (15) working days from the date of receipt of the Registration Certificate of the People's Committee of the province/city where the office is located, the Representative Office must send a copy of the Registration Certificate issued to the State Bank (Department of Banks).

6. Report on Activities of the Representative Office

6.1. The Representative Office of foreign credit institutions shall report in writing on its activities for the first six months and the entire year to the State Bank (Department of Banks), Branch of the State Bank, and People's Committee of the province/city where the Representative Office is located.

The mid-year report must be submitted before July 30, and the annual report must be submitted within ninety (90) days from the end of the fiscal year.

6.2. Content of the report:

a) Organizational structure of the office, personnel, number of Vietnamese and foreigners working at the Representative Office.

b) Main activities:

Market access of the Representative Office;

Investment relations, agency relations, credit relations between the Representative Office and commercial banks and economic organizations in Vietnam;

Consulting and training work;

Other activities of the Representative Office.

c) Future activity directions.

6.3. In case of necessity, the State Bank may request the Representative Office to submit ad hoc reports outside the regular reports mentioned above, provide documents, and explain issues related to its activities.

The Representative Office of foreign credit institutions operating in Vietnam can only implement the following changes after obtaining written approval from the State Bank:

7.1 Changing the name of the Representative Office of foreign credit institutions in Vietnam:

The foreign credit institution shall submit to the State Bank a request for name change along with the approval document or acceptance document for the name change issued by the competent authority of the home country for the foreign credit institution requesting the name change (due to merger, consolidation, division, acquisition).

After receiving written approval from the Governor of the State Bank for the name change, the Representative Office must register the new name with the People's Committee and Branch of the State Bank in the area.

7.2 Moving the office location:

a) Moving to another province/city:

The Representative Office of foreign credit institutions shall submit to the State Bank a request for moving the office along with the approval opinion of the People's Committee of the province/city where the Representative Office plans to move to.

After receiving written approval from the Governor of the State Bank for moving to another province/city, the Representative Office of foreign credit institutions must register its activities with the People's Committee of the province/city where it moves to, and simultaneously notify the State Bank and Branch of the State Bank in the locality in writing of contact information such as: new address, phone number, fax number, name of the Representative Office Director.

b) Moving within the territory of a centrally governed province/city:

Before moving within the same territory, the Representative Office Director must notify the State Bank (Department of Banks) in writing of the planned move. Immediately after completing the move, the Representative Office Director must notify the State Bank, Branch of the State Bank, and People's Committee of the province/city in writing of contact information such as: new address, phone number, fax number.

At least thirty (30) days before the expiration date stated in the License, if the foreign credit institution wishes to extend the License period, it must submit to the State Bank (Department of Banks) a dossier including:

a) A request for extension of the License period signed by the authorized person of the foreign credit institution; one copy in English, one copy in Vietnamese; the English-to-Vietnamese translation must be certified by a Vietnamese notary public.

b) A summary report on the activities of the Representative Office during the effective period of the License signed by the Representative Office Director (one copy in English, one copy in Vietnamese).

Within thirty days from the date of receipt of complete and valid documents, the State Bank shall issue a written response to the foreign credit institution regarding the result of the request to change name, transfer the place of business to another province/city or extend the validity period of the License for the Representative Office.

10.1. The Representative Office of the foreign credit institution operating in Vietnam shall terminate its operations in the following cases:

a) Upon expiration of the term recorded in the License, if the foreign credit institution does not have the need to apply for an extension of the License term or to terminate operations before the expiry date recorded in the License:

At least sixty days prior to the planned termination date of the Representative Office, the foreign credit institution must submit a written application to the Governor of the State Bank requesting to terminate operations.

b) When the foreign bank with a Representative Office has been granted a License to open a Branch on the same territory (province/city directly under the Central Government), the Representative Office must cease operations. The termination of operations of the Representative Office must be completed before the commencement of the Branch's operations. The Representative Office must notify the State Bank, the People's Committee of the province/city, and the Branch of the State Bank where the Representative Office is located about the anticipated termination date.

c) Revocation of the License due to reasons such as: Evidence that there were intentional false statements in the application documents; the Representative Office did not commence operations within twelve months from the date of issuance of the License or operated contrary to its purpose.

In the case where the Representative Office of the foreign credit institution has had its License revoked and is required to terminate operations as mentioned in points a, b, and c above, the State Bank will notify the People's Committee of the province/city, the Branch of the State Bank where the Representative Office is located, and relevant Vietnamese authorities.

If the Representative Office does not commence operations within twelve months from the date the State Bank issues the License to establish the Representative Office, the State Bank will revoke the License without refunding the licensing fee.

10.2. By the latest on the termination date, the Representative Office must return the License to open the Representative Office to the State Bank, the Business Registration Certificate to the People's Committee of the province/city where the Representative Office is located, and complete the procedures to return the office premises, working equipment rented, and settle any debts (if any) with related Vietnamese organizations and individuals.

11. Other provisions for the Representative Office

a) The Representative Office may only carry out activities as specified in the content and duration of operation stipulated in the License. The Representative Office is not allowed to sublet the office premises, nor represent other organizations in Vietnam, and cannot transfer the License to other organizations or individuals.

b) Before changing the Chief Representative, the foreign credit institution must notify the State Bank in writing, specifying the expected date of change (accompanied by the new Chief Representative's resume).

c) The Representative Office may only increase the number of foreign staff beyond the number recorded in the License upon receiving approval in writing from the State Bank.

d) The Chief Representative may only enter into economic contracts with Vietnamese economic organizations when authorized legally (by written authorization) by the competent authority of the foreign credit institution and must submit a copy of this authorization to the State Bank for monitoring purposes.

đ) The Representative Office may only open foreign currency accounts or Vietnamese dong accounts with a foreign currency base at banks established and operating in Vietnam to serve the activities of the Representative Office.

e) The Representative Office of the foreign credit institution in Vietnam shall have its own seal according to the regulations of the Ministry of Public Security and may only use this seal in transaction documents within the scope of authority and functions of the Representative Office.

1. This Circular shall take effect fifteen days from the date of signature.

Circular No. 178/NH-TT dated October 5, 1991, issued by the State Bank guiding the implementation of the "Regulations on Foreign Banks' Branches and Joint Venture Banks Operating in Vietnam" promulgated together with Decree No. 189/HĐBT dated June 15, 1991, of the Council of Ministers (now the Government) and Circular No. 01/NH5-TT dated April 28, 1995, issued by the State Bank guiding the implementation of the "Regulations on Establishing and Operating Representative Offices of Foreign Economic Organizations in Vietnam" for foreign credit institutions promulgated together with Decree No. 82/CP dated August 2, 1994, of the Government are hereby repealed.

2. The Director of the State Bank's Office, the Director of the State Bank's Inspectorate, Heads of units under the State Bank, Directors of Provincial/City Branches of the State Bank directly under the Central Government, General Managers (Directors) of Joint Venture Banks, Foreign Banks' Branches, and Chiefs of Representative Offices of foreign credit institutions within their respective functions are responsible for implementing this Circular.

Respected: shareholders,

The participating banking parties in establishing the Joint Venture Bank send a letter expressing their desire to establish a Joint Venture Bank in Vietnam to the Governor of the State Bank. The letter includes the following contents:

A. Foreign Bank Party:

1. Full name and abbreviated name of the Bank.

2. Main office address, correspondence address, phone number, fax number.

3. Charter capital.

4. Date of establishment, date of business registration, and date of commencement of operations.

5. Issuing authority for the Banking Operation License, number and date of the License.

6. Issuing authority for the Business Registration Certificate, number and date of the Certificate.

B. Vietnamese Bank Party (including contents as stated in point A)

1. Full name and abbreviated name (if any) of the joint venture bank.

2. Intended location for the main office.

3. Registered capital of the joint venture bank and contribution ratios of each party.

4. Projected number of members on the Board of Directors and General Management Board.

5. Number of staff of the joint venture bank:

Among which: - Number of foreign nationals

- Number of Vietnamese nationals

6. Term of operation of the joint venture bank.

7. Anticipated opening date of the joint venture bank.

Signature

Appendix 2

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Unit: Equivalent USD : Governor of the State Bank of Vietnam

Foreign bank...sends to the Governor of the State Bank of Vietnam an application to establish a branch in Vietnam with the following contents:

1. Full name and abbreviated name (if any) of the foreign bank...

2. Address of the main office, telephone number, fax.

3. Charter capital.

4. Date of establishment, date of business registration, and date of commencement of operations.

5. Issuing authority for the Business Registration Certificate, number and date of the Certificate.

6. Issuing authority for the Banking Operation License, number and date of the License.

1. Name of the Branch.

2. Intended location for establishing the Branch.

3. Capital provided by the foreign bank for the Branch in Vietnam.

4. Name, position, and professional qualifications of the intended Branch Manager.

5. Projected number of staff of the Branch.

• Number of foreign nationals
• Number of Vietnamese nationals

6. Term of operation of the Branch.

7. Name and position of the person representing the foreign bank overseeing the application to establish the Branch.

Chairman of the Board of Directors

(Or a person authorized by the Chairman of the Board of Directors)

 Tel:

State Bank of Vietnam

- Pursuant to the Law on Foreign Investment in Vietnam dated November 12, 1996;

- Pursuant to the Law on the State Bank of Vietnam dated December 12, 1997;

- Pursuant to the Law on Credit Organizations dated December 12, 1997;

- Pursuant to the Government Decree No. 13/1999/NĐ-CP dated March 17, 1999 "On the organization and operation of foreign credit organizations and their representative offices in Vietnam."

- Considering the application for a license to establish and operate the joint venture bank...of the foreign bank...and the foreign bank...dated...

Article 1: Permitting the following parties to establish a joint venture bank in Vietnam.

- Vietnamese Party: Name and address for transactions:

- Foreign Party: Name and address for transactions:

Article 2: Name of the joint venture bank...Address for transactions:...

The joint venture bank shall have legal personality under Vietnamese law and its own seal.

Article 3: - Registered capital of the joint venture bank is:...

including:

- Vietnamese Party contributes...by...% of the registered capital including:

- Foreign Party contributes...by...% of the registered capital including:

Article 4: Term of operation of the joint venture bank:

Article 5: Activities of the joint venture bank as follows:

1. Transactions in Vietnamese dong...

2. Transactions in foreign currencies...

3. Other transactions and services

Article 6: The license takes effect from the date of issuance.

Article 7: The license is made in...original copies: each party in the joint venture holds one copy; one copy issued to the joint venture bank; one copy registered with the Business Registration Authority; one copy kept at the State Bank of Vietnam.

Governor of the State Bank of Vietnam

- Pursuant to the Law on the State Bank of Vietnam dated December 12, 1997;

- Pursuant to the Law on Credit Organizations dated December 12, 1997;

- Pursuant to the Government Decree No. 13/1999/NĐ-CP dated March 17, 1999 "On the organization and operation of foreign credit organizations and their representative offices in Vietnam;"

- Considering the application for a license to establish a foreign bank branch in Vietnam of the foreign bank...dated...

Article 1: Permitting the foreign bank...with headquarters at...to establish a branch in Vietnam.

- Name and address for transactions of the Branch...:...

- Capital allocated to the Branch...:...

Article 2: Term of operation of the Branch...:...

Article 3: Activities of the Branch...as follows:

1. Transactions in Vietnamese dong

......................................................

2. Transactions in foreign currencies

......................................................

3. Other transactions or services

Article 4: The license takes effect from the date of issuance.

Article 5: The license is made in three original copies, one copy issued to the foreign bank, one copy registered with the Business Registration Authority, and one copy kept at the State Bank of Vietnam.

Governor of the State Bank of Vietnam

 … (Name of economic organization) requests to change the Certificate of Registration for Currency Exchange Agent with the following content:

Name of foreign credit organization 

- Full name and abbreviated name of the foreign credit organization;

- Address of the main office, telephone number, fax;

- Registered capital (registered capital);

- Issuing authority for the Banking Operation License, date of issuance and number of the License;

- Date of establishment, date of business registration, and date of commencement of operations;

- Issuing authority for the Business Registration Certificate, date and number of the Certificate;

- Main activities:

- Full name and abbreviated name of the representative office in Vietnam:

- Intended location for establishing the representative office:

- Main purpose for establishing the representative office:

- Number of employees at the representative office, including:

- Maximum number of foreign nationals

- Minimum number of Vietnamese nationals

- Projected term of operation of the representative office is...years

- Name, year of birth, nationality of the Head of the representative office

We commit that during our operations in Vietnam, the representative office and its employees will strictly comply with Vietnamese laws and operate within the scope permitted by the State Bank of Vietnam.

LICENSE

- Pursuant to the Law on the State Bank of Vietnam dated December 12, 1997;

- Pursuant to the Law on Credit Organizations dated December 12, 1997;

- Pursuant to the Government Decree No. 13/1999/NĐ-CP dated March 17, 1999 "On the organization and operation of foreign credit organizations and their representative offices in Vietnam;"

- Considering the application for a license to establish a representative office of...dated...

Article 1: Permitting the foreign credit organization...to establish a representative office in Vietnam

Name of the Representative Office:…

Article 2: Scope of activities of the Representative Office:…

Article 3: Term of operation of the Representative Office:…

Article 4: The license becomes effective from the date of signature.

Article 5: The license shall be issued in two original copies, one copy to be granted to the foreign credit institution and one copy to be kept at the State Bank of Vietnam.

Governor of the State Bank of Vietnam