Circular No. 09/2010/TT-NHNN on the issuance of licenses for the establishment and operation of joint-stock commercial banks.

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the issuance of licenses for the establishment and operation of joint-stock commercial banks (referred to as banks).

Article 2. Applicability

1. The bank referred to in Article 1 of this Circular.

2. Organizations and individuals related to the issuance of licenses.

Article 3. Authority to Issue Licenses

The Governor of the State Bank of Vietnam decides to issue licenses in accordance with the provisions of this Circular and relevant laws.

Article 4. Definitions

In this Circular, the following terms are understood as follows:

1. License: is the license for the establishment and operation of a joint-stock commercial bank.

2. Preparatory Board for Bank Establishment (referred to as the Preparatory Board): is an organization consisting of members elected by the founding shareholders to represent the founding shareholders in carrying out tasks related to requesting the issuance of a license. The Preparatory Board must have at least five members, including one member serving as the Chairman.

3. First Shareholders' Meeting: is a meeting comprising the founding shareholders and other shareholders participating in capital contribution to establish the bank, tasked with approving the charter of the bank's organization and operation, the project for establishing the bank, electing members of the Board of Directors and the Supervisory Board for the first term, and deciding on other matters related to the establishment of the bank.

4. Shareholder Participating in Establishing the Bank (referred to as shareholder): is an organization or individual owning at least one share issued by the bank at the time of establishment.

5. Founding Shareholder: is a shareholder participating in drafting, approving, and signing the first charter of the bank's organization and operation.

6. Preferential Voting Shares: are shares having more voting rights than ordinary shares. The number of voting rights of a preferential voting share is determined by the bank's charter.

7. Corporate Manager: as defined in Article 4 Clause 13 of the Enterprise Law 2005.

8. Subsidiaries of the Bank: include trading branches, branches, representative offices, affiliated companies, and public service units.

Chapter 2.

CONDITIONS, PROCEDURES, AND DOCUMENTS FOR LICENSE ISSUANCE

Article 5. Conditions for Issuing Licenses

1. Subscribed Capital

a) Having a minimum charter capital equal to the statutory capital as prescribed by law at the time of establishment;

b) Charter capital must be contributed in Vietnamese dong;

c) Sources of capital for establishing the bank:

(i) Organizations and individuals may not use entrusted funds or loans from other organizations and individuals to contribute capital and must fully bear responsibility for the legality of the source of capital;

 (ii) Capital contributions to establish the bank by organizations must meet the following conditions:

- For organizations licensed to operate in the banking, securities, and insurance sectors: capital contributions must comply strictly with current legal regulations;

- For other organizations: net assets minus long-term investments financed by equity and short-term assets minus short-term liabilities must be at least equal to the committed capital contribution (specific determination method according to Appendix No. 06 attached);

- For enterprises operating in industries requiring statutory capital: net assets minus statutory capital as prescribed must be at least equal to the committed capital contribution.

2. Shareholders

a) Shareholders are organizations established under Vietnamese law, or individuals holding Vietnamese citizenship; they must not belong to the prohibited categories as stipulated in Clause 2, Article 13 of the Enterprise Law 2005;

b) There must be at least 100 shareholders contributing capital to establish the bank, including at least three founding shareholders who are organizations with legal personality satisfying the conditions specified in Point b, Clause 3 of this Article;

c) Possess financial capability to contribute capital to establish the bank. The amount of capital expected to be contributed to establish the bank must be deposited into an account opened by the Preparatory Board at a Vietnamese commercial bank and maintained until the issuance of the license. During this period, the organization or individual may not use this amount under any form;

d) An individual or organization and their associated persons may only participate in contributing capital to establish one bank and may not participate in contributing capital to establish another bank if:

(i) The individual or their associated persons currently hold a significant stake in another bank;

(ii) The organization or their associated persons currently hold 10% or more of the charter capital of another bank.

đ) For shareholders that are organizations, they must have been in operation for at least three years and have made profits in the three consecutive years preceding the year of application for bank establishment.

e) For state-owned enterprise shareholders, they must obtain written approval from the Prime Minister to participate in contributing capital to establish the bank.

3. Founding Shareholders:

a) For individuals:

(i) Must satisfy the conditions specified in Points a, c, and d of Clause 2 of this Article;

(ii) Must not be currently under criminal investigation or have a criminal record;

(iii) Must be a corporate manager who has operated profitably for at least three consecutive years prior to submitting the application for bank establishment; or possess a bachelor's degree or higher in economics or law;

(iv) Must commit to providing financial support to the bank to address difficulties in cases where the bank faces capital shortages or liquidity issues.

b) For organizations:

(i) Must satisfy the conditions specified in Points a, c, d, and e of Clause 2 of this Article;

(ii) Must have been in operation for at least five years;

(iii) Must be an enterprise (not a commercial bank) and must ensure:

- Net assets of at least 500 billion VND in the five consecutive years prior to submitting the application for bank establishment;

- Profitable operations in the five consecutive years prior to submitting the application for bank establishment.

(iv) Must be a commercial bank and must ensure:

- Total assets of at least 50 trillion VND,

- The ratio of non-performing debt is less than 2% of the total outstanding debt at the time of submitting the application to establish a bank;

- Not violating the safety ratios in banking operations as prescribed by the State Bank from the year immediately preceding the year of submission of the application for establishment of the bank until the date of issuance of the License;

- Profitable operations in the five consecutive years prior to submitting the application for bank establishment.

(v) Commitment to provide financial support to the bank to address difficulties in cases where the bank faces capital or liquidity problems;

c) The founding shareholders must collectively own at least 50% of the charter capital when establishing the bank, among which the founding shareholders who are organizations must collectively own at least 50% of the total number of shares of the founding shareholders;

4. Have Articles of Organization and Operation consistent with current legal provisions;

5. The project to establish a bank must include the following basic contents:

a) The necessity of establishing a bank;

b) The name of the bank, the proposed location of the main office, the period of operation, the charter capital at the time of establishment, and the scope of activities;

c) Financial capacity of the shareholders;

d) Organizational structure and personnel composition;

(i) The proposed organizational chart of the bank's personnel;

(ii) Management, control, and operational capabilities, including:

- Board of Directors: Chairman, Board members, independent Board members, heads of Committees under the Board of Directors;

- Audit Committee: Head, Audit Committee members, dedicated Audit Committee members;

- Key positions: General Director, Deputy General Directors, Chief Accountant, Unit Directors under the bank and other key positions within units in the proposed organizational structure of the bank to be established in the first year;

đ) Risk management capability: Types of risks expected to arise during the course of operations (credit risk, operational risk, market risk) and measures to prevent and control these types of risks;

e) Information Technology:

(i) Financial investment plans for information technology;

(ii) Capability in applying information technology, specifying: the implementation time for investment in technology; the type of technology to be applied; the anticipated staff and their capability in applying information technology; ensuring that the information system can integrate and connect with the State Bank's management system to provide information as required by the State Bank;

g) The bank's ability to stand firm and develop in the market:

(i) Analysis and evaluation of the banking market, specifying the current situation, challenges, and prospects;

(ii) The bank's ability to participate and compete in the market, demonstrating the bank's advantages when entering the market;

(iii) The bank's strategy for development and expansion of its network of operations, provision and development of banking services (clearly analyzing the services the bank intends to provide, types of customers and customer numbers...);

h) Internal audit, inspection, and control system:

(i) Principles of operation of the internal audit, inspection, and control system;

(ii) List of basic internal regulations on organization and operation of the bank (at least including regulations: Regulations on the organization and operation of the Board of Directors, Audit Committee, Executive Officer; Regulations on risk management; Regulations on the operation of the internal audit, inspection, and control system; Regulations on asset management; Regulations on the organization and operation of the Trading Department, branches, and other subordinate units of the bank; Regulations on loan classification policies and provisioning to manage risks);

(iii) Internal audit process; Head of the internal audit department;

g) Proposed business plan for the first three years, which must at least include: Summary balance sheet, income statement, minimum capital adequacy ratio, performance indicators, and explanation of the feasibility of the plan each year.

Article 6. Documents for requesting approval of the principle to establish a bank

1. A document proposing the establishment of a bank, including commitments to meet the conditions stipulated in Article 5 of this Circular and a request for approval of the principle to establish a bank.

2. Draft Charter on the organization and operation of the bank.

3. Draft Project on establishing the bank as prescribed in Clause 5, Article 5 of this Circular.

4. List of founding shareholders and anticipated list of non-founding shareholders, including the following main contents:

a) Name and location of headquarters; License for establishment or business registration for organizational shareholders;

b) Full name; permanent address; nationality; identification number, date of issuance, place of issuance of identity card or passport, or personal certification for individual shareholders and representatives of capital contribution for organizational shareholders;

c) Amount of capital contribution, value of capital contribution, number of shares, type of shares, shareholding ratio, corresponding capital contribution period of founding shareholders;

d) List of founding shareholders that cannot be changed from the time the bank receives the document approving the principle to establish the bank, except in cases where founding shareholders change their shareholding ratio. In such cases, the change must be approved by the General Shareholders' Meeting.

5. Documents of shareholders:

a) Documents of individual shareholders:

(i) Application for purchasing shares for individuals according to the form prescribed by the State Bank (Annex No. 04);

(ii) Declaration of related parties according to the form prescribed by the State Bank (Annex No. 05);

(iii) In addition to the above documents, founding shareholders and shareholders holding significant shareholding levels must also provide the following documents:

- Curriculum vitae (Annex No. 02), criminal record as prescribed by law;

- Confirmation letter of the enterprise or copies of certificates according to Point a (iii) Clause 3, Article 5 of this Circular;

- Commitment letters from each founding shareholder regarding financial support to the bank in case of difficulties with capital or liquidity;

- Declaration of income and assets of individuals valued at VND 100 million or more according to the form prescribed by the State Bank (Annex No. 07);

b) Documents of organizational shareholders:

(i) Application for purchasing shares for organizations according to the form prescribed by the State Bank (Annex No. 03).

(ii) Declaration of related parties according to the form prescribed by the State Bank (Annex No. 05).

(iii) License for establishment or business registration certificate or equivalent documents of the organization;

(iv) Authorization letter for the representative of capital contribution at the bank as prescribed by law;

(v) Charter on organization and operation;

(vi) Identity card or passport or other legal personal identification of the legal representative, authorized representative of the organization contributing capital to the bank;

(vii) Approval document from the competent authority allowing the organization to contribute capital to establish the bank;

(viii) Financial statements of the three consecutive years prior to the year of application for establishment of the bank and the most recent financial statement not exceeding 90 days before the date of the application for establishment of the bank stipulated in Clause 1 of this Article, which have been independently audited by an auditing company listed by the Ministry of Finance as meeting the criteria for auditing enterprises and these financial statements do not contain an exception opinion from the auditing unit;

(ix) In addition to the above documents, founding shareholders and shareholders holding significant shareholding levels must also provide the following documents:

- Curriculum vitae of the representative of capital contribution (Annex No. 02);

- Commitment letter to support the bank financially to resolve difficulties in case of capital or liquidity difficulties;

- Financial statements of the five consecutive years prior to the year of application for establishment of the bank, which have been independently audited by an auditing company listed by the Ministry of Finance as meeting the criteria for auditing enterprises and these financial statements do not contain an exception opinion from the auditing unit.

6. Documents of the proposed management, supervisory, and operational structure:

a) List of personnel of the proposed management, supervisory, and operational structure as prescribed in Point d (ii) Clause 5;

b) Curriculum vitae (Annex No. 02), criminal record as prescribed by law;

c) Certified copies of certificates proving professional qualifications.

7. Minutes of the meeting of founding shareholders on electing the Preparatory Board and the Chairman of the Preparatory Board as prescribed in Clause 2, Article 4 of this Circular.

Article 7. Documents for Application for Issuance of License

1. An application form for issuance of License in accordance with the model prescribed by the State Bank of Vietnam (Annex No. 01);

2. The charter on organization and operation of the bank;

3. A project on establishment of the bank in accordance with the contents stipulated in Clause 5, Article 5 of this Circular;

4. Minutes of the first Shareholders' General Meeting approving matters related to the establishment of the bank as prescribed in Clause 3, Article 4 of this Circular (including approval for founding shareholders to change their shareholding ratio as prescribed in Point d, Clause 4, Article 6 of this Circular if applicable);

5. Minutes of the Board of Directors meeting on electing the Chairman of the Board of Directors; Minutes of the Supervisory Board meeting on electing the Head of the Supervisory Board and specialized members of the Supervisory Board;

6. Decision of the Board of Directors on appointing the position of General Director;

7. Personnel files of shareholders who are not founding shareholders as prescribed in Clause 5, Article 6 (if there is any change);

8. Personnel files as prescribed in Clause 6, Article 6 (if there is any change);

9. List of organizations and individuals contributing capital, including the following information:

a) Full name, permanent residence address, nationality, identification card number, date of issue, place of issue or passport or other valid personal identification for individuals;

b) Name, headquarters address, decision number on establishment or business registration number for organizations;

c) Contributed capital amount, value of contributed capital, ownership ratio, number of shares, type of shares; contribution period.

10. Confirmation document of a commercial bank in Vietnam regarding the deposit of funds by organizations and individuals as prescribed in Point c, Clause 2, Article 5 of this Circular;

11. Document of the People's Committee of province or centrally governed city approving the bank's main office location;

12. Confirmation document of lawful ownership or lawful right to use the main office premises;

13. Internal regulations on organization and operation of the bank as prescribed at Point h (ii), Clause 5, Article 5 of this Circular.

Article 8. Principles for Preparing Documents

1. Copies of certificates and documents must be certified by competent authorities in accordance with the law;

2. All documents signed by the Preparatory Board must clearly state "Preparatory Board for Establishing Joint Stock Commercial Bank..." in the title.

Article 9. Conditions for Operation

1. To commence operations, the bank granted a License must meet all of the following conditions:

a) Having a Charter on organization and operation approved by the State Bank of Vietnam;

b) Having a Business Registration Certificate;

c) Having sufficient registered capital as prescribed in Clause 1, Article 5 of this Circular, and such registered capital must be deposited into a frozen account without interest at the State Bank of Vietnam branch where the bank's main office is located after being issued the License and before commencing operations for a minimum of 30 days. Such capital can only be released after the bank starts its operations;

d) Having a main office that meets current requirements;

đ) Publishing in newspapers in accordance with the law on the contents specified in the License;

e) Ensuring the following minimum conditions in accordance with the bank establishment project submitted to the State Bank of Vietnam:

(i) Charter Capital;

(ii) Key personnel (members of the Board of Directors, members of the Supervisory Board, Managers);

(iii) Information technology.

2. In case one or more items mentioned in Point e, Clause 1 of this Article differ from the bank establishment project submitted to the State Bank of Vietnam, the bank must submit a document (through the Banking Inspection and Supervision Agency), detailing the reasons for the changes and must obtain the approval of the State Bank of Vietnam before implementation.

3. Within twelve months from the date the State Bank of Vietnam issues the License, the bank must commence and operate.

4. If the bank fails to commence and operate within the time limit stipulated in Clause 3 of this Article, the State Bank of Vietnam will revoke the License in accordance with the law.

Article 10. Contents of the License

1. The License must include the following main contents:

a) Number, place of issuance, date of issuance;

b) Name of the bank:

(i) Full name in Vietnamese and English;

(ii) Abbreviated name in Vietnamese and English;

(iii) Trading name (if any).

c) Location of the main office;

d) Operating territory;

đ) Registered capital;

e) Scope of activities;

g) Duration of operation;

h) Full name and permanent address of the legal representative of the bank;

i) Full name and permanent address of individual founding shareholders and name, address of headquarters, license number for establishment or business registration of organizational founding shareholders, amount of capital contribution and proportion of capital contribution to establish the bank of founding shareholders.

2. In case the License is lost, torn, burned, or destroyed in another form, the bank must submit a document clearly stating the reason and requesting the State Bank to reissue the License.

Article 11. Payment of Fees

Banks granted the License must pay the fee for issuing the License and the extension fee for the duration of operation, at the latest within 15 days from the date of issuance of the License or extension of the duration of operation. The amount of fees paid shall be in accordance with the regulations of the Ministry of Finance.

Article 12. Use of the License

1. Banks granted the License must use the correct name and operate according to the contents stipulated in the License.

2. It is strictly prohibited to forge, erase, transfer, lease, or lend the License that has been issued by the Governor of the State Bank.

Chapter 3.

RESPONSIBILITIES OF ORGANIZATIONS AND INDIVIDUALS INVOLVED IN BANKING SUPERVISION ACTIVITIES

PART I. ORGANIZATIONS AND INDIVIDUALS CONTRIBUTING CAPITAL TO ESTABLISH A BANK

Article 13. Business Registration

After being granted the License, the bank must register its business in accordance with the provisions of the law.

Article 14. Responsibilities of organizations and individuals contributing capital to establish a bank

1. To bear legal responsibility for the source of capital contributions to establish the bank in accordance with the provisions of Point c Clause 1 Article 5 of this Circular.

2. Transfer of shares:

a) For founding shareholders:

(i) Within five years from the date of issuance of the business registration certificate, founding shareholders may only transfer ordinary shares in the total share capital contributed to establish the bank to other founding shareholders of the bank if they comply with the provisions of Point b Clause 2 and Point c Clause 3 Article 5 of this Circular.

(ii) Founding shareholders may not transfer preferential voting shares to others. The preferential voting rights of founding shareholders are only valid for three years from the date the bank is issued the business registration certificate; after this period, the preferential voting shares of founding shareholders will convert to ordinary shares.

b) For shareholders who are not founding shareholders: Within three years from the date of issuance of the business registration certificate, they may only transfer the share capital contributed to establish the bank to other shareholders listed in the bank's shareholder list at the time the business registration certificate becomes effective if they comply with the provisions of Point b Clause 2 Article 5 of this Circular.

c) After the periods specified in Points a and b of this Clause, shareholders may transfer shares and maintain their shareholding ratio in accordance with current laws.

3. To be responsible for the truthfulness and accuracy of the content of the shareholder's application documents as stipulated in this Circular.

4. To comply with other relevant legal provisions concerning the establishment and operation of banks.

Article 15. Responsibilities of the Preparatory Board

1. Prepare the dossier in accordance with Article 6 of this Circular and submit eight sets (including two main sets) to the State Bank of Vietnam (through the Banking Inspection and Supervision Department) to request approval of the principle for establishing a bank; one set to the People's Committee of the province/city (where the bank intends to establish its headquarters) to request approval for the location of the bank's headquarters.

2. After the State Bank of Vietnam issues a document approving the principle for establishing a bank, the Preparatory Board shall be responsible for:

a) Organizing the first Shareholders' Meeting to approve the contents stipulated in Clause 3, Article 4 of this Circular;

b) Preparing the dossier in accordance with Article 7 of this Circular and submitting two main sets to the State Bank of Vietnam (through the Banking Inspection and Supervision Department);

c) Notifying shareholders to deposit money into an account opened by the Preparatory Board at a commercial bank in Vietnam as stipulated in Point c, Clause 2, Article 5 of this Circular;

d) Within a maximum period of ninety days from the date the Governor of the State Bank of Vietnam issues a document approving the principle for establishing a bank, the Preparatory Board must submit the Application along with the dossier requesting issuance of the License in accordance with this Circular. Beyond this deadline, the approval document for the principle of establishing a bank will become invalid.

3. Guide shareholders on capital contribution and review the dossiers of shareholders in accordance with Articles 6 and 7 of this Circular.

4. Bear responsibility for the completeness and accuracy of the contents of the dossier submitted to the State Bank of Vietnam.

5. Notify shareholders of the reasons for not being granted a License if the State Bank of Vietnam does not approve.

6. Present before the Examination Council regarding meeting the conditions to be granted a License as required by the State Bank of Vietnam.

Article 16. Responsibilities of the Head of the Preparatory Board

1. Convene and chair the first Shareholders' Meeting in accordance with the law.

2. Sign related documents requesting establishment of the bank until the State Bank of Vietnam issues the License, approves the Charter of organization and operation, approves the positions of Chairman and members of the Board of Directors, Head and members of the Supervisory Board, and General Director of the bank.

3. Directly or authorize a member of the Preparatory Board to present the contents stipulated in Clause 6, Article 15 of this Circular.

PART II. RESPONSIBILITIES OF THE STATE BANK OF VIETNAM

Article 17. The Examination Council for Issuing Licenses (referred to as the Examination Council)

1. Members of the Examination Council are representatives of units under the State Bank of Vietnam as specified from Article 18 to Article 26 of this Circular.

2. The Chairman of the Examination Council is the representative of the State Bank of Vietnam's leadership.

3. The establishment and tasks of the Examination Council are regulated by the Governor of the State Bank of Vietnam.

Article 18. The Banking Inspection and Supervision Department

1. Serve as the focal point for handling difficulties during the implementation of this Circular.

2. Propose solutions to issues related to issuing Licenses (including proposing to the Governor for consideration and approval of changes as stipulated in Point e, Clause 1 and Clause 2, Article 9 of this Circular).

3. Serve as the focal point for receiving and examining dossiers for issuing Licenses:

a) For dossiers requesting approval of the principle for establishing a bank: Within a maximum period of 240 days from the date of receipt of the complete dossier as stipulated in Article 6 of this Circular, the Banking Inspection and Supervision Department shall be responsible for:

(i) Submitting a document requesting examination along with the dossier to the members of the Examination Council for review. The document requesting examination clearly states the examination results and the recommendation regarding issuance of the License;

(ii) Issuing a document requesting the convening of the Preparatory Board to present issues related to the establishment of the bank as stipulated in Clause 6, Article 15 of this Circular;

(iii) Examining the dossier, compiling opinions of the members of the Examination Council, and preparing a report for submission to the Chairman of the Examination Council to convene a meeting of the members of the Examination Council to examine the dossier requesting approval of the principle for establishing a bank;

(iv) Based on the Minutes of the Examination Council meeting, submit to the Chairman of the Examination Council for submission to the Governor of the State Bank of Vietnam:

- A document approving the principle for establishing a bank if it meets the conditions stipulated in this Circular; or

- A document not approving the principle for establishing a bank and requiring the Preparatory Board to supplement the dossier or explain unclear issues in the dossier; or

- A document rejecting the principle for establishing a bank if the dossier does not meet all the conditions stipulated in this Circular.

b) For dossiers requesting issuance of the License:

Within a maximum period of 120 days from the date of receipt of the complete dossier as stipulated, the Banking Inspection and Supervision Department shall be responsible for examining the dossier and submitting to the Chairman of the Examination Council for submission to the Governor of the State Bank of Vietnam:

(i) Signing the Decision to issue the License, approving the Charter of organization and operation, approving the positions of Chairman and members of the Board of Directors, Head and members of the Supervisory Board, and General Director of the bank, if it meets the conditions and ensures the completeness of the dossier as stipulated in this Circular; or

(ii) Issuing a document not approving issuance of the License and requiring the Preparatory Board to supplement the dossier or explain unclear issues in the dossier; or

(iii) Issuing a document rejecting issuance of the License, if it does not meet all the conditions stipulated in this Circular.

4. Bear responsibility for managing and storing dossiers for issuing Licenses after the License has been issued.

Article 19. Legal Affairs Department

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Legal Affairs Department shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. It serves as the focal point for handling legal issues during the issuance of Licenses.

Article 20. Monetary Policy Department

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Monetary Policy Department shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Assess the impact of establishing a new bank on the State Bank's monetary policy.

Article 21. International Cooperation Department

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the International Cooperation Department shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Evaluate issues arising from Vietnam's commitments under the World Trade Organization.

Article 22. Internal Audit Department

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Internal Audit Department shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Evaluate compliance with procedures and processes related to the issuance of Licenses by Departments and Bureaus under the State Bank.

Article 23. Institute of Banking Strategy

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Institute of Banking Strategy and Development shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Evaluate the development strategy of the bank and its sustainable development capacity during each period.

Article 24. Information Technology Bureau

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Information Technology Bureau shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Evaluate issues related to the bank’s information technology.

Article 25. Finance and Accounting Department

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority sends a written request, the representative of the Finance and Accounting Department shall review the application for approval of the principle of establishing a bank as a member of the Appraisal Board and send a written response to the Banking Inspection and Supervision Authority.

2. Evaluate issues related to the financial capability of shareholders as stipulated in this Circular and relevant current laws.

Article 26. The State Bank of Vietnam branch in the province or city where the bank proposes to establish its headquarters

1. Within a maximum period of thirty days from the date the Banking Inspection and Supervision Authority issues a request, the State Bank of Vietnam branch in the province or city where the bank proposes to establish its headquarters shall review the application for approval of the principle of establishing the bank as a member of the Review Board and issue a written response to the Banking Inspection and Supervision Authority.

2. Serve as the point of contact with the local government authority where the bank intends to establish its headquarters regarding the establishment of the bank in that area (if requested).

3. Confirm the opening of a blocked account and the amount of funds deposited into this account by the shareholders of the bank.

4. Direct and supervise the bank to implement and ensure compliance with the conditions stipulated by law and the State Bank of Vietnam before commencing operations.

Chapter 4.

IMPLEMENTING PROVISIONS

Article 27. Effective Date

1. This Circular shall take effect 45 days from the date of signature.

Decision No. 24/2007/QD-NHNN dated June 7, 2007 promulgating the Regulations on Issuing Licenses for the Establishment and Operation of Joint Stock Commercial Banks and Decision No. 46/2007/QD-NHNN dated December 25, 2007 amending and supplementing certain Articles and Clauses of the Regulations on Issuing Licenses for the Establishment and Operation of Joint Stock Commercial Banks issued together with Decision No. 24/2007/QD-NHNN dated June 7, 2007 of the Governor of the State Bank of Vietnam are hereby repealed.

Article 28. Operating Banks

Banks that have been granted Licenses prior to the effective date of this Circular are not required to go through the procedure to reapply for new Licenses.

Article 29. Implementation Organization

The Director of the Office, the Head of the Banking Inspection and Supervision Authority, the Heads of units under the State Bank of Vietnam, the Governors of the State Bank of Vietnam branches in provinces and cities, the Chairmen and members of the Board of Directors, the Heads and members of the Supervisory Board, the General Directors of joint stock commercial banks, and other related organizations and individuals are responsible for implementing this Circular.