Circular No. 11/2026/TT-NHNN On Delegating Administrative Procedures in the Field of Credit Information and Amending and Supplementing Certain Provisions of Relevant Circulars to Reduce, Simplify, and Delegate Administrative Procedures in the Banking Establishment and Operation Sector

Delegation of Administrative Procedures in the Field of Credit Information and Amendment and Supplement to Certain Articles of Related Circulars for Reduction, Simplification, and Delegation of Administrative Procedures in the Field of Establishment and Operation of Banks

BASED ON THE LAW OF THE STATE BANK OF VIETNAM No. 46/2010/QH12;

BASED ON THE LAW OF CREDIT INSTITUTIONS No. 32/2024/QH15, AMENDED AND SUPPLEMENTED BY LAWFUL DECREE No. 96/2025/QH15;

BASED ON CIRCULAR No.

26/2025/NĐ-CP

OF THE GOVERNMENT REGULATING THE FUNCTION, MISSION, POWERS, AND ORGANIZATIONAL STRUCTURE OF THE STATE BANK OF VIETNAM;

IN ACCORDANCE WITH THE PROPOSAL OF THE DIRECTOR OF THE CREDIT SYSTEM SAFETY DEPARTMENT OF CREDIT INSTITUTIONS; THE GOVERNOR OF THE STATE BANK OF VIETNAM ISSUES THIS CIRCULAR TO Delegate Administrative Procedures in the Field of Credit Information and Amend and Supplement Certain Articles of Related Circulars for Reduction, Simplification, and Delegation of Administrative Procedures in the Field of Establishment and Operation of Banks.

CHAPTER I

AMENDMENT AND SUPPLEMENT TO ARTICLE 5 OF CIRCULAR No. 38/2014/TT-NHNN REGULATING THE PROCEDURE FOR FOREIGN INVESTORS TO PURCHASE SHAREHOLDINGS IN VIETNAM-CREDIT INSTITUTIONS AMENDED AND SUPPLEMENTED BY CIRCULAR No. 48/2025/TT-NHNN

Article 1. Amend, Supplement, and Repeal Certain Provisions of Article 5

1. Amend and supplement paragraph 7 as follows: 7. In the case where a Vietnamese credit institution issues private placement shares to foreign investors for capital increase, additional components shall be included in the supplementary documents, namely: a) Private Placement Offering Registration Document in accordance with regulations; b) Purchase Agreement between the Vietnamese credit institution and the foreign investor.” 2. Repeal paragraph 9.

Article 2. Repeal point d of paragraph 1, Article 8

Article 3. Amend and supplement paragraph 3 of Article 12

““3. Within a period of nineteen working days from the date of receipt of a complete set of valid documents, the State Bank shall examine and approve or disapprove in writing the foreign investor's purchase of shares. In case of disapproval, the State Bank’s decision must specify the reasons.”

CHAPTER II

AMENDMENT AND SUPPLEMENT TO ARTICLE 9 OF CIRCULAR No. 34/2024/TT-NHNN REGULATING THE ISSUANCE AND UPDATE OF LICENSES FOR BANKING OPERATIONS, INCLUDING FOREIGN BRANCHES OF VIETNAM-BANKS

AND OTHER FOREIGN ORGANIZATIONS ENGAGED IN BANKING ACTIVITIES

AMENDED AND SUPPLEMENTED BY CIRCULAR No. 66/2025/TT-NHNN

Article 4. Amend, Supplement, and Repeal Certain Provisions of Article 9

1. Amend and supplement point b of paragraph 1 as follows:

“b) List of activities to be appended with the current license information and approval documents.”

2. Repeal sub-paragraph (i) of paragraph 2. Article 5. Amend and supplement paragraph c of Article 2, Section 11 “c) Within twenty days from the date of receipt of a complete set of valid documents, the State Bank branch shall make a decision to amend or supplement the license for changes in the foreign representative office. At the same time, it shall inform the State Bank branch where the foreign representative office is located (for cases where the change involves a different administrative region from that managed by the State Bank branch where the foreign representative office is currently located). In case of rejection, the State Bank branch shall issue a written response and specify the reasons.”FOREIGN LOANS, OFFICE OF THE OVERSEAS REPRESENTATIVE OF FOREIGN CREDIT ORGANIZATION OTHER FOREIGN ORGANIZATIONS ENGAGING IN BANKING ACTIVITIES IS AMENDED AND SUPPLEMENTED BY DECREE NO. 66/2025/TT-NHNN

Article 4. Amendment and Supplement of Certain Clauses of Article 9

1. Clause 1, Point b is amended and supplemented as follows:

“b) A list of activities accompanied by information from the current license, relevant approval documents.”

2. Point d(i) of Clause 2 is repealed.

Article 5. Amendment and Supplement of Point c of Clause 2 of Article 11

“c) Within a period of 25 working days from the date of receipt of a complete application as provided in Paragraph 7 of this Decree, and within a period of 20 working days from the date of receipt of a complete application as provided in Paragraph 8 of this Decree, the People's Bank of Vietnam, Credit Supervision Department or the Regional Branch of the People's Bank of Vietnam shall issue an approval or rejection of the proposed personnel changes of commercial banks, overseas branches of foreign banks, and non-bank credit organizations. In case of rejection, the response from the People's Bank of Vietnam, Credit Supervision Department or the Regional Branch of the People's Bank of Vietnam must specify the reasons.”

Chapter III

AMENDMENTS AND ADDITIONS TO CERTAIN ARTICLES OF CIRCULAR NO. 56/2024/TT-NHNN REGULATING THE PROCEDURE FOR ISSUANCE OF THE FIRST LICENSE OF COMMERCIAL BANKS, BRANCHES OF FOREIGN BANCOS, AND FOREIGN REPRESENTATIVE OFFICES, AMENDED AND SUPPLEMENTED BY

CIRCULAR NO. 12/2025/TT-NHNN

Article 6. Amendment and Supplement to Clause 2 of Article 6

“2. In the event that a license is lost, damaged by tearing or burning, or destroyed in any other form, a commercial bank, branch of a foreign bank, or foreign representative office must submit a written statement explaining the reason and send it via postal service or deliver it directly to the People's Bank of Vietnam (One-Window Service Department) to request the issuance of a copy of the license from the original in accordance with legal provisions and consistent with the authority stipulated in Article 5 of this Circular.

Within two working days from the receipt of the application, the People's Bank of Vietnam shall issue a copy from the original to the commercial bank, branch of a foreign bank, or foreign representative office.”

Article 7. Amendment and Supplement to Point b of Clause 2 of Article 7

“b) Within thirty days from the date of sending the confirmation that all valid documents have been received, the local People's Bank shall issue the license in accordance with regulations. In case a license is not issued, the local People's Bank shall provide written notification to the foreign financial institution or other foreign entity engaged in banking activities, specifying the reasons for non-issuance of the license.”

Article 8. Amendment and Supplement to Point b of Clause 4 of Article 11

“b) For personnel who are not Vietnamese nationals: A criminal record check certificate or a document with equivalent value (containing full information on criminal history; information on prohibition from holding office, establishing, managing enterprises, cooperatives) issued by the competent authority of the foreign country in accordance with regulations. In case the criminal record check certificate or document with equivalent value issued by the competent authority of the foreign country does not contain information on prohibition from holding office, establishing, managing enterprises, cooperatives, the Preparatory Committee Head must provide a written explanation regarding the absence of such information in the criminal record check certificate or document with equivalent value and commit to bear legal responsibility for ensuring that the personnel concerned do not fall under the categories prohibited by the Law on Financial Institutions;

The criminal record check certificate or document with equivalent value as specified herein must be issued by a competent authority before submission of the application for license no later than six months;”

Article 9. Amendment and Supplement to Certain Points of Clause 3

1. Amendment and Supplement to Point a(iii) of Clause 3 as follows:

“(iii) In addition to the above-mentioned documents, the founding shareholder must provide the following:

- A resume in accordance with the format specified in Appendix No. 07 attached hereto;

- Financial statements for three consecutive years preceding the year of application for license by the company managed by the founding shareholder or a certified copy of university degree or higher specializing in finance, banking, economics, business administration, law, accounting and auditing;

- A list of assets with a value of 100 million VND or more, liabilities, and supporting documents according to the format specified in Appendix No. 12 attached hereto;”

2. Amendment and Supplement to Point b(vii) of Clause 3 as follows:

“(vii) In addition to the above-mentioned documents, the founding shareholder must provide the following:

- A resume for the capital contributor representative in accordance with the format specified in Appendix No. 07 attached hereto; A criminal record check certificate or a document with equivalent value of the capital contributor who is not a Vietnamese national issued by the competent authority of the foreign country according to regulations must contain full information on criminal history;

- Financial statements for five consecutive years preceding the year of application for license that have been independently audited by an auditing firm listed as qualified to provide auditing services in accordance with the regulations and without any adverse opinion from the auditing firm. In case financial statements are not available at the time of submission of the application, submit un-audited financial statements and must submit audited financial statements immediately upon issuance of the audit report by the auditing firm and bear responsibility for the content of the submitted financial statements;

- A document from the competent authority approving capital contribution to establish a bank in case the entity is a state-owned enterprise;”

Article 10. Amendment and Supplement to Clause 3 of Article 13

"3. The founding member's file for a joint venture bank, which is a commercial bank in Vietnam or a non-banking enterprise, shall include the documents and materials specified at Point b of Clause 3 of this Circular, except for the following components: Application for Purchase of Shares; Articles of Association of an entity that is a commercial bank; Financial Statements of a Vietnamese commercial bank for five consecutive years immediately preceding the year in which the application for issuance of a License is submitted, which have been independently audited by an auditing firm on the list of qualified auditing firms announced by the competent authority and do not contain any adverse opinion from the auditing unit."

Article 11. Amendment and Supplement to Point (ii) of Clause 1 of Article 22

"(ii) Reviewing the file (including a request for the data management agency to provide information related to the criminal record of the relevant individual where such information cannot be obtained from the national database, specialized databases, or insufficiently obtained information), and sending a review request with the file to the members of the Review Board for examination. The review request shall specify the results of the review and the proposed view on the issuance of the License;"

Article 12. Amendment and Supplement to Appendix 04

An additional paragraph is added at the end of Appendix 04 as follows:

"- Financial Statements of a Vietnamese commercial bank that is a founding member of the joint venture bank for five consecutive years immediately preceding the year in which the application for issuance of a License is submitted, which have been independently audited and do not contain any adverse opinion from the auditing unit."

Chapter IV

AMENDMENT AND SUPPLEMENT TO CERTAIN ARTICLES OF CIRCULAR NO. 57/2024/TT-NHNN ON THE REQUIREMENTS AND PROCEDURES FOR ISSUANCE OF THE FIRST LICENSE FOR NON-BANK CREDIT ORGANIZATIONS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 12/2025/TT-NHNN

Article 13. Amendment and Supplement to Clause 2 of Article 6

"2. In the event that a License is lost, damaged by tearing or burning, or destroyed in any other form, a non-bank credit organization must submit a written statement specifying the reason and send it via postal service or deliver it directly to the Branch Office of the People's Bank of Vietnam (One-Stop Service Department) to request consideration for issuance of a copy of the License from the original document in accordance with the law.

Within two working days from the receipt of the written request, the People's Bank of Vietnam shall issue a copy of the License from the original document to the non-bank credit organization."

Article 14. Amendment and Supplement to Point (b) of Clause 5 of Article 11

"(b) For personnel who are not expected to have Vietnamese nationality: Criminal Record Certificate or a document with equivalent value (containing information on criminal history; information on prohibition from holding office, establishing, managing enterprises, cooperatives), issued by the competent authority of the foreign country in accordance with regulations. In case the Criminal Record Certificate or a document with equivalent value issued by the competent authority of the foreign country does not contain information on prohibition from holding office, establishing, managing enterprises, cooperatives, the Preparatory Board Head must submit a written explanation regarding the absence of such information from the criminal record certificate or document with equivalent value issued by the foreign authority and commit to bear legal responsibility for the personnel in the management, control, and operational structure who are not expected to fall under the categories prohibited from holding office, establishing, managing enterprises, cooperatives as stipulated in the Law on Credit Organizations;

The Criminal Record Certificate or a document with equivalent value specified herein must be issued by the competent authority no later than six months before the non-bank credit organization submits its application for issuance of a License."

Article 15. Amendment and Supplement to Certain Points of Clause 3, Article 12

1. Amend and supplement point a(iii) of clause 3 as follows:

“(iii) In addition to the above-mentioned application documents, the founding shareholder must provide the following additional documents:

- A resume according to the format specified in Appendix No. 06 attached hereto;

- A declaration form for personal credit history according to the format specified in Appendix No. 11 attached hereto;

- Financial statements of the enterprise where the founding shareholder has been a manager for at least three consecutive years prior to the year of application, or a copy of a university degree in finance, banking, economics, business administration, law, accounting, or auditing;”

2. Amend and supplement point b(vi) of clause 3 as follows:

“(vi) In addition to the above-mentioned application documents, the founding shareholder must provide the following additional documents:

- A resume for the person appointed to represent the shareholding interest according to the format specified in Appendix No. 06 attached hereto;

- A criminal record check certificate or a document of equivalent value for a non-Vietnamese national who is appointed to represent the shareholding interest of an entity at a non-bank financial institution issued by the competent authority of the foreign country, which must contain full information on past criminal records; in case the criminal record check certificate or document of equivalent value issued by the foreign competent authority does not include information on past criminal records, the legal representative of the Vietnamese commercial bank must provide an explanation and a commitment to bear legal responsibility for ensuring that the person appointed to represent the shareholding interest at the non-bank financial institution is not barred from holding office under the Law on Credit Institutions;

- A declaration form for personal credit history according to the format specified in Appendix No. 12 attached hereto;

- Financial statements of the last three consecutive years prior to the year of application that have been audited by an auditing firm listed as qualified to provide auditing services by a competent authority, and which do not contain any adverse opinion from the auditing firm. In case the financial statement for one of the last three consecutive years has not yet been issued at the time of submitting the application, submit the un-audited financial statements and must submit audited financial statements immediately upon issuance by the auditing firm, and bear responsibility for the content of the submitted financial statements;

- A feasibility report on participation in capital contribution to establish a non-bank financial institution for an entity that is not a commercial bank according to the format specified in Appendix No. 13 attached hereto;

- Documentation proving compliance with tax and social insurance obligations: A commitment letter of full compliance with tax and social insurance obligations by the entity as per Appendix No. 14 attached hereto; Confirmation from the tax authority regarding the fulfillment of tax obligations to the national budget; Information provided by the social insurance agency about the entity's contributions to social insurance.”.

Article 16. Amendment and Supplement to Certain Points, Clauses of Article 13

1. Amend and supplement point c of clause 6 as follows:

“c) A resume according to the format specified in Appendix No. 06 attached hereto. A criminal record check certificate or a document of equivalent value for a non-Vietnamese national who is appointed to represent the shareholding interest of a Vietnamese commercial bank at a non-bank financial institution issued by the competent authority of the foreign country, which must contain full information on past criminal records and information on prohibition from establishing a business; in case the criminal record check certificate or document of equivalent value issued by the foreign competent authority does not include information on prohibition from establishing a business, the legal representative of the Vietnamese commercial bank must provide an explanation and commit to bear legal responsibility for ensuring that the person appointed to represent the shareholding interest at the non-bank financial institution is not barred from holding office under the Law on Credit Institutions.

2. Amend and supplement point a(ii) of clause 7 as follows:

“(ii) A criminal record check certificate or a document of equivalent value for a non-Vietnamese national who is appointed to represent the shareholding interest of an entity at a non-bank financial institution issued by the competent authority of the foreign country, which must contain full information on past criminal records and prohibition from holding office, establishing, or managing a business. In case the criminal record check certificate or document of equivalent value issued by the foreign competent authority does not include information on prohibition from holding office, establishing, or managing a business, the Chairman of the Preparatory Committee must provide an explanation for the absence of such information in the criminal record check certificate or document of equivalent value issued by the foreign competent authority and commit to bear legal responsibility for ensuring that the appointed personnel do not fall under the prohibited categories as stipulated in the Law on Credit Institutions;”

Article 17. Amendment and Supplement to Point a of Clause 1, Article 14

"a) Serve as the primary point of contact for receiving and coordinating with relevant units of the State Bank of Vietnam, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution proposes to establish its principal office (hereinafter referred to as the Regional Branch of the State Bank of Vietnam), for the preliminary review of the application for the first issuance of a license; request the agency managing the database on criminal history records to provide relevant information about the criminal history of individuals concerned in cases where such information cannot be obtained from the national or specialized databases, or if the information obtained is incomplete; submit a report to the Governor of the State Bank of Vietnam seeking the opinion of the People's Committee of the province or municipality directly under the Central Government where the non-bank credit institution proposes to establish its principal office (if necessary); seek approval in principle from the Governor of the State Bank of Vietnam for the establishment of the non-bank credit institution; and request the issuance or refusal of a license by the Governor of the State Bank of Vietnam for the non-bank credit institution."

Chapter V

AMENDMENT AND SUPPLEMENT TO CERTAIN ARTICLES OF CIRCULAR NO. 62/2024/TT-NHNN REGULATING (ii) Request the overseas representative office to report and explain relevant matters (if any);” CONDITIONS, APPLICATIONS, PROCEDURES FOR THE REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 26/2025/TT-NHNN AND CIRCULAR NO. 69/2025/TT-NHNN

Article 18. Amendment and Supplement to Clause 2, Article 10

"2. Application for approval of merger:

a) Document from the credit institution receiving the merger, which shall at least include the following contents:

(i) Request for approval of the merger, including changes in capital;

(ii) Other matters requested for approval (if applicable);

(iii) Details of any changes compared to the merger plan already approved by the Governor of the State Bank of Vietnam in principle (if applicable);

(iv) Commitment from the credit institution receiving the merger that the merged entity will comply with the provisions set forth in Clause 2, Article 9 of this Circular;

b) Application for approval as provided at point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws and regulations;

c) Document from the competent authority approving the credit institutions participating in the merger on matters related to the merger plan and other issues related to the merger (if applicable)."

Article 19. Amendment and Supplement to Clause 2, Article 11

"2. Application for approval of consolidation:

a) Document from the credit institution acting as representative, which shall at least include the following contents:

(i) Request for approval of the consolidation;

(ii) Other matters requested for approval (if applicable);

(iii) Any changes compared to the consolidation plan already approved in principle by the Governor of the State Bank of Vietnam (if applicable);

(iv) Commitment from the credit institution acting as representative that the consolidated entity will comply with the provisions set forth in Clause 2, Article 9 of this Circular;

b) Application for approval as provided at point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws and regulations;

c) Articles of association of the consolidated credit institution approved by the competent authority of the consolidated credit institution;

d) Document from the competent authority approving the credit institutions being consolidated on matters related to the consolidation plan and other issues related to the consolidation (if applicable);

e) Document from the competent authority of the consolidated credit institution:

(i) Approving the articles of association; electing, appointing members of the Board of Directors, Board of Shareholders, and Supervisory Board; specifying the organization and operation of the Board of Directors, Board of Shareholders, and Supervisory Board of the consolidated credit institution and other matters related to the consolidated credit institution;

(ii) Electing the Chairperson of the Board of Directors, Chairperson of the Board of Shareholders; electing the Head of the Supervisory Board;

(iii) Appointing the Chief Executive Officer (CEO), Deputy CEO, and Chief Accountant;

f) Internal regulations on the organization and operation of the consolidated credit institution as provided in paragraph i of Article 1 have been approved by the competent authority of the consolidated credit institution."

Article 20. Amendment and Supplement to Clause 2 of Article 17

“2. Application for Approval of Legal Form Conversion File:

a) Document from the credit institution, which shall at least include the following contents:

(i) Request for approval of legal form conversion;

(ii) Request for approval of other matters (if any);

(iii) List, level, and shareholding ratio of shareholders, founding shareholders, major shareholders, strategic shareholders, and foreign investors in the credit institution converting its legal form;

b) Application file submitted to the State Bank of Vietnam for approval under sub-paragraph a(ii) of this clause as per regulations by the State Bank of Vietnam and relevant laws;

c) Articles of Association of the credit institution converting its legal form, which has been approved by the competent authority of the credit institution converting its legal form;

d) Document from the competent authority of the credit institution whose legal form is being converted, containing changes at the conversion plan and other matters related to the legal form conversion (if any);

d) Document from the credit institution converting its legal form specifying changes compared to the conversion plan submitted for principle approval by the Governor of the State Bank of Vietnam (if any);

e) Document from the competent authority of the credit institution converting its legal form regarding:

(i) Approval of Articles of Association; election, appointment of members of the Board of Directors, Shareholders' Meeting, and Supervisory Board; regulations on organization and operation of the Board of Directors, Shareholders' Meeting, and Supervisory Board of the credit institution converting its legal form and other matters related to the credit institution converting its legal form;

(ii) Election of Chairperson of the Board of Directors, Chairperson of the Shareholders' Meeting; election of Chairperson of the Supervisory Board; appointment of members of the Board of Directors, members of the Supervisory Board;

(iii) Appointment of General Manager (Manager), Deputy General Manager (Deputy Manager), Chief Accountant;

g) Internal regulations on organization and operation of the credit institution converting its legal form as stipulated in paragraph 1, clause 2, which have been approved by the competent authority of the credit institution converting its legal form;

h) In addition to the files specified in paragraphs a, b, c, d, d, e, g of this clause, a credit institution converting from a limited liability company to a joint stock company shall submit additional files as follows:

(i) Report on share issuance and confirmation by the bank or foreign branch bank where the account is frozen regarding the amount received from the share issuance; document from the Securities Commission confirming receipt of the report on the results of the initial public offering for cases converting a limited liability company to a joint stock company through an initial public offering, or contract of transfer or documents proving completion of the transfer in cases of transferring equity shares; documents proving new shareholder's capital contribution in case of accepting new shareholders;

(ii) File from founding shareholders (if any), major shareholders, strategic shareholders of the credit institution converting its legal form as per the file for founding shareholders establishing a credit institution according to regulations by the State Bank of Vietnam on initial licensing procedures for credit institutions;

(iii) File from foreign investors' shareholders, strategic shareholders of the credit institution converting its legal form as per regulations by the State Bank of Vietnam on procedures and formalities for approval of foreign investor's acquisition of shares in Vietnamese credit institutions;

i) In addition to the files specified in paragraphs a, b, c, d, d, e, g of this clause, a credit institution converting from a single-member limited liability company to a multi-member limited liability company and vice versa, or a joint stock company to a limited liability company shall submit additional files as follows:

(i) Contract of share transfer or investment contribution agreement or documents confirming completion of the transfer;

(ii) Document from the credit institution converting its legal form confirming the shareholder status of the credit institution converting its legal form;

(iii) File from the owner, member contributing capital receiving the transfer, and new members of the credit institution converting its legal form as per the file for owners, founding members establishing a credit institution according to regulations by the State Bank of Vietnam on initial licensing procedures for credit institutions.”.

Article 21. Abolition of Clause 6 of Article 22

Article 22. Amendment and Supplement to Clause 3 of Article 24

"3. Within a period of 21 working days from the date sufficient valid application documents are received, the State Bank shall issue a written approval for the conversion of the organizational form of non-bank credit institutions in accordance with the format specified in Appendix 07 attached to this Circular; amend and supplement the license and operation permit of the non-bank credit institution and approve other contents (if any). In case of disapproval, the State Bank shall issue a written document specifying the reasons."

Article 23. Amendment and Supplement to Appendix 03

Addition of a paragraph at the end of Appendix 03 as follows:

"- Financial statements for three consecutive years prior to the year in which the application is submitted, audited by an independent auditing organization without any qualified opinions from the auditing entity."

Chapter VI

AMENDMENT AND SUPPLEMENT TO CERTAIN ARTICLES OF CIRCULAR NO. 63/2024/TT-NHNN REGULATING ON THE APPLICATIONS, PROCEDURES FOR REVOKING LICENSES AND LIQUIDATING ASSETS OF CREDIT INSTITUTIONS, FOREIGN BRANCHES OF BANKS ; APPLICATIONS, PROCEDURES FOR REVOKING LICENSES OF OFFICES OF ABROAD OF FOREIGN CREDIT INSTITUTIONS, OTHER FOREIGN ENTITIES ENGAGED IN BANKING ACTIVITIESARE AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 24/2025/TT-NHNN, CIRCULAR NO. 48/2025/TT-NHNN Article 24. Amendment and Supplement to Certain Points and Clauses of Article 8

1. Abolition of point d in paragraph 2.

2. Amendment and supplement to paragraph 9 as follows:

"9. Revocation of License:

a) Within 30 days from the date receiving the document from the Liquidation Supervision Board or Committee specified at paragraph 8, point c, d hereof, the State Bank shall take one of the following measures:

(i) Issue a decision to terminate liquidation and issue a decision to revoke the license in accordance with the provisions of Article 17, paragraphs 1, 2 of this Circular;

(ii) Issue a decision to terminate the liquidation of the credit institution for implementing bankruptcy procedures as provided by law in accordance with the provisions of Article 17, paragraph 3 of this Circular;

(iii) Issue a written request to the credit institution or foreign bank branch to report and explain issues that need clarification related to the liquidation process (if any);

b) Within 10 days from the date the State Bank requests as specified in point a(iii) hereof, the credit institution or foreign bank branch shall submit a report and explanation to the State Bank or its branch according to the authority provided for in Article 4 of this Circular;

c) Within 10 days from the date receiving the report and explanation of the credit institution or foreign bank branch as specified at point b hereof, the State Bank shall examine and decide in accordance with the provisions of points a(i) or a(ii) hereof."

Article 25. Amendment and Supplement to Paragraph 3 of Article 16

"3. Within a period of 14 working days from the date receiving the document from the Liquidation Board or Supervision Committee specified at paragraph 2 hereof, the State Bank shall issue a written approval or disapproval of the request for extension of the liquidation period."

Article 26. Amendment and Supplement to Paragraph b of Clause 1 of Article 22

"b) Within a period of 14 working days from the date receiving sufficient valid application documents as specified at paragraph a hereof, the branch State Bank:

(i) Issue a decision to revoke the license, request the foreign office to terminate the lease agreement for premises, settle all obligations and other debts (if any) with relevant individuals or organizations, carry out procedures to cease operations, close the foreign office, return the business registration document, submit the seal in accordance with legal provisions;

(ii) Issue a written request to the foreign office to report and explain related matters (if any)."

“3. Within a period of 4 working days from the date of receipt of the request from the non-bank credit organization, the Regional Branch of the People's Bank of Vietnam where the head office of the non-bank credit organization is located shall issue a decision amending and supplementing the license.”

Chapter VII

AMENDMENT AND SUPPLEMENT TO SOME ARTICLES OF DECREE NO. 20/2025/ND-CP GUIDELINES ON THE FILE, PROCEDURAL APPROVAL OF THE LIST OF PROVISIONAL PERSONNEL FOR COMMERCIAL BANKS, BRANCHES OF FOREIGN BANKS, AND NON-BANK CREDIT ORGANIZATIONS IS AMENDED AND SUPPLEMENTED BY DECREE NO. 48/2025/ND-CP

Article 27. Amendment and Supplement to Clause 4 of Article 7

“4. For personnel who are not Vietnamese nationals: A criminal record certificate or a document with equivalent value (containing full information on the status of criminal records; information on prohibition from holding office, establishing, managing enterprises, cooperatives) issued by an authorized body of a foreign country in accordance with regulations. In case a criminal record certificate or a document with equivalent value issued by an authorized body of a foreign country does not contain information on prohibition from holding office, establishing, managing enterprises, cooperatives, the owner (for commercial banks and non-bank credit organizations, a limited liability company with one shareholder), shareholders contributing capital (for commercial banks and non-bank credit organizations, a limited liability company with two or more shareholders), shareholders, group of shareholders, Board of Directors, Supervisory Board (for commercial banks and non-bank credit organizations, a joint stock company) nominating such provisional personnel must provide an explanatory document regarding the absence of an authorized body of the issuing country's criminal record certificate or document with equivalent value providing this information and commit to bear legal responsibility for the fact that the provisional personnel do not fall under the circumstances prohibited from holding office as stipulated in the Law on Credit Organizations;

A criminal record certificate or a document with equivalent value specified herein must be issued by an authorized body no later than six months prior to the submission of the application file requesting approval of the list of provisional personnel by the commercial bank, non-bank credit organization.

Article 28. Amendment and Supplement to Clause 3 of Article 8

“3. For personnel who are not Vietnamese nationals: A criminal record certificate or a document with equivalent value (containing full information on the status of criminal records; information on prohibition from holding office, establishing, managing enterprises, cooperatives) issued by an authorized body of a foreign country in accordance with regulations. In case a criminal record certificate or a document with equivalent value issued by an authorized body of a foreign country does not contain information on prohibition from holding office, establishing, managing enterprises, cooperatives, the foreign bank must provide an explanatory document regarding the absence of an authorized body of the issuing country's criminal record certificate or document with equivalent value providing this information and commit to bear legal responsibility for the fact that the provisional personnel do not fall under the circumstances prohibited from holding office as stipulated in the Law on Credit Organizations;

A criminal record certificate or a document with equivalent value specified herein must be issued by an authorized body no later than six months prior to the submission of the application file requesting approval of the list of provisional personnel by the branch of the foreign bank.

Article 29. Amendment and Supplement to Clause 3 of Article 9

“3. Within twenty-five working days from the date of receipt of a complete set of documents in accordance with the provisions of Article 7 of this Decree, and within twenty working days from the date of receipt of a complete set of documents in accordance with the provisions of Article 8 of this Decree, the State Bank, Credit Supervision Department or the State Bank branch office shall issue a written approval or disapproval of the provisional personnel list of commercial banks, foreign bank branches, and non-bank credit organizations. In case of disapproval, the response from the State Bank, Credit Supervision Department or the State Bank branch office to the commercial bank, foreign bank branch, and non-bank credit organization must specify the reasons.”

ATHT3 (03 copies).

Article 30. Amendment and Supplement to Clause 1 of Article 13

"1. The Credit Management and Supervision Bureau is responsible for being the focal point in evaluating whether the personnel proposed by banks, non-bank financial institutions within the scope defined in Clauses 1 and 2 of this Circular comply with the criteria and conditions stipulated in the Law on Financial Institutions and this Circular; seeking opinions from relevant units; requesting the data management authority regarding criminal history to provide related information about the criminal history of individuals concerned when unable to obtain such information from the national database, specialized databases, or insufficiently obtained information; summarizing and submitting the proposed personnel of commercial banks as defined in Clause 1 of this Circular for examination by the Governor of the State Bank; approving or disapproving the proposed personnel of non-bank financial institutions and foreign branches as defined in Clause 2 of this Circular."

Article 31. Amendment and Supplement to Clause 1 of Article 14

"1. The Regional Office of the State Bank is responsible for evaluating whether the proposed personnel of foreign branch banks comply with the criteria and conditions stipulated in the Law on Financial Institutions and this Circular; seeking opinions from relevant units; requesting the data management authority regarding criminal history to provide related information about the criminal history of individuals concerned when unable to obtain such information from the national database, specialized databases, or insufficiently obtained information; approving or disapproving the proposed personnel of foreign branch banks."

Chapter VIII

Amendment and Supplement to Certain Articles of Circular No. 47/2025/TT-NHNN GUIDELINES ON THE APPROVAL PROCEDURE OF THE STATE BANK OF VIETNAM FOR THE LISTING OF SHARE CAPITAL OF A FINANCIAL CORPORATION ON FOREIGN SECURITIES EXCHANGE

Article 32. Amendment and Supplement to Clause 2 of Article 6

"2. Within 14 working days from the receipt of a complete set of documents as specified in Article 5 of this Circular, the State Bank shall issue an approval (in the format attached as Appendix II to this Circular) or disapproval regarding the financial corporation's listing on foreign securities exchange; if disapproving, the reason must be clearly stated."

Chapter IX

Amendment and Supplement to Certain Articles of Circular No. 49/2025/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM REGULATIONS ON DOCUMENTS, PROCEDURES, AND APPROVAL PROCESS FOR CHANGES IN NON-BANK FINANCIAL INSTITUTIONS

Article 33. Amendment and Supplement to Certain Clauses of Article 4

1. Amendment and supplement to Clause 2 as follows:

"2. The Director of the Credit Management and Supervision Bureau shall examine and approve any changes, amendments, or supplements to the license of a non-bank financial institution limited liability company in the following matters:

a) Change of name;

b) Increase in capital contribution of a non-bank financial institution limited liability company;

c) Increase in capital contribution of a non-bank financial institution joint stock company, except for an increase in capital contribution from convertible bonds, reserve fund to supplement capital contribution, surplus profit reserve, undistributed profits, and other funds as provided by law;

d) Purchase, receipt of transfer of shares leading to becoming a major shareholder."

2. Amendment and supplement to Clause 3 as follows:

"3. The Director of the Regional Office of the State Bank shall examine and approve any changes, amendments, or supplements to the license of a non-bank financial institution in the following matters:

a) Change of principal office location;

b) Change of address of the principal office without changing the location of the non-bank financial institution's principal office;

c) Temporary suspension of trading for five working days or more, except where such suspension is due to an不可翻译部分已移除。

DIRECTORATE GENERAL

Article 34. Amendment and Supplement to Article 7

“Article 7. To amend the location of the principal office 1. The application file shall include:

a) A document requesting the change, which at minimum includes the following contents:

- Current location;

- Proposed new location;

- Reason for the change;

- Plan for installing equipment at the new office premises;

- Plan for relocating to ensure continuity of operations;

b) A document from the competent authority approving the proposed change in the location of the principal office;

c) Documentation and materials proving that the non-bank financial institution lawfully possesses or uses the new premises according to relevant laws.

For documentation and materials proving lawful possession or use of the new premises, a Land Use Right Certificate and data from such certificate in the national land database shall be supplemented in the application document as specified in point (a) of this clause. In this case, the non-bank financial institution does not need to submit the Land Use Right Certificate.

Where the competent authority at the regional level where the non-bank financial institution is proposed to relocate its principal office cannot access information from the national land database or such information is incomplete and inaccurate, the competent authority at the regional level where the non-bank financial institution is proposed to relocate its principal office may request the non-bank financial institution to submit a copy of the Land Use Right Certificate.

2. Approval procedure for changing the location of the principal office:

a) The non-bank financial institution shall prepare an application file and send it to the competent authority at the regional level where the proposed new principal office is located. If the application file is incomplete or not in compliance with requirements, within 7 working days from receipt of the application, the competent authority at the regional level where the proposed new principal office is located may issue a written request for additional documentation;

b) Where the change in location of the principal office involves a different regional jurisdiction than that of the current principal office, within 3 working days from receipt of a complete and compliant application file, the competent authority at the regional level where the proposed new principal office is located shall send a request for comments to the competent authority at the regional level where the current principal office is located regarding the change in location of the non-bank financial institution, its impact on operations within the region, and any proposals or recommendations (if applicable).

Within 4 working days from receipt of the request from the competent authority at the regional level where the proposed new principal office is located as specified in this clause, the competent authority at the regional level where the current principal office is located shall provide comments to be sent back to the competent authority at the regional level where the proposed new principal office is located;

c) Within 10 working days from receipt of a complete and compliant application file, the competent authority at the regional level where the proposed new principal office is located shall issue an approval; in case of non-approval, the competent authority at the regional level where the proposed new principal office is located shall respond in writing with reasons.

The approval document from the competent authority at the regional level where the proposed new principal office is located becomes effective for a period of 12 months from the date of signature.

Not less than 21 working days before the commencement of operations at the location approved, the non-bank financial institution shall submit a written request to amend the location of its principal office in the license to the competent authority at the regional level where the proposed new principal office is located, reporting the date of commencement of operations and compliance with all conditions for the premises as stipulated by law.

The competent authority at the regional level where the proposed new principal office is located shall verify that the non-bank financial institution meets all conditions for its principal office in the region;

4. Within 7 working days from receipt of the request specified in paragraph 3, the competent authority at the regional level where the proposed new principal office is located shall issue a decision to amend or supplement the license; if no amendment or supplementation is made, the competent authority at the regional level where the proposed new principal office is located shall respond in writing with reasons;

5. Where there is a change in the address of the principal office without a change in location, the non-bank financial institution shall notify the competent authority at the regional level where its current principal office is located of the change in address and request an amendment to the address in the license.

Within 4 working days from receipt of the notification from the non-bank financial institution, the competent authority at the regional level where the current principal office is located shall issue a decision to amend or supplement the license.”

Within four working days from the date of receipt of the request document from the non-bank credit institution, the People's Bank Branch in the Region where the non-bank credit institution is headquartered shall issue a decision amending and supplementing the License.

Article 35. Amendment and Supplement of Certain Points and Clauses of Article 8

1. Amend and supplement point b of clause 1 as follows:

“b) Report on the organizational and operational situation of a non-bank financial institution, which shall include:

(i) An evaluation of the operational results for the three consecutive years immediately preceding the year in which the application is submitted, including key performance indicators such as capital structure, use of funds, and business results;

(ii) A forecast of strategic objectives, operations strategy, and business plan for the next three years;”.

2. Amend and supplement point b of clause 2 as follows:

“b) Within eleven working days from the date of receipt of a complete set of valid application documents, the State Bank shall issue a decision to amend or supplement the license; in case no amendment or supplementation is made, the State Bank shall issue a written response and state the reasons.”.

Article 36. Amendment and Supplement of Certain Points and Clauses of Article 9

1. Amend and supplement subpoint d(ii) and subpoint d(iii) of clause 1 as follows:

“(ii) A document from a Vietnamese commercial bank or a foreign branch confirming the amount of capital contribution by shareholders, contributors making additional contributions, or from new contributor shareholders;

(iii) Financial statements of the shareholder, contributing shareholder, or newly contributed shareholder for the three consecutive years immediately preceding the year in which the increase in registered capital is proposed, audited by an independent auditing organization in accordance with the law (except where the shareholder, contributing shareholder is a Vietnamese financial institution or a company listed on the Vietnamese stock market). In case no audited financial statements are submitted at the time of submitting the application, submit un-audited financial statements and must submit audited financial statements immediately upon issuance of the audit report by the auditing organization and shall be responsible for the content of the submitted financial statements;”.

2. Amend and supplement point b of clause 2 as follows:

“b) Within seventeen working days from the date of receipt of a complete set of valid application documents, the State Bank shall issue a decision to amend or supplement the license; in case no amendment or supplementation is made, the State Bank shall issue a written response and state the reasons.”.

Article 37. Amendment and Supplement of Certain Points and Clauses of Article 10

1. Amend and supplement the title of point d of clause 1 as follows:

“d) List of shareholders and shareholding percentages of shareholders with a holding of five percent or more in terms of voting shares and registered capital at the time projected after the increase in capital; list of shareholders and related parties of such shareholder who have a shareholding of ten percent or more in terms of registered capital at the time projected after the increase in capital. Such lists shall include the following information:”.

2. Amend and supplement point g of clause 2 as follows:

“g) Financial statements of the entity expected to be a major shareholder for the three consecutive years immediately preceding the year in which the increase in registered capital is proposed, audited by an independent auditing organization in accordance with the law (except where the entity expected to be a major shareholder is a Vietnamese financial institution or a company listed on the Vietnamese stock market). In case no audited financial statements are submitted at the time of submitting the application, submit un-audited financial statements and must submit audited financial statements immediately upon issuance of the audit report by the auditing organization and shall be responsible for the content of the submitted financial statements.”.

Article 38. Amendment and Supplement of Certain Points and Clauses of Article 11

1. Amend and supplement point e of clause 1 as follows:

"e) Financial statements of the buyer or transferee for three consecutive years prior to the year in which the sale, transfer of equity participation is proposed, having been audited by an independent auditing organization in accordance with the law (except where the buyer or transferee is a Vietnamese credit institution or a business entity listed on the Vietnamese stock market). In case financial statements have not yet been issued at the time of submitting the application, submit unaudited financial statements and must submit audited financial statements immediately upon issuance by the auditing organization and shall bear responsibility for the content of the submitted financial statements."

2. Amend and supplement point b of clause 4 as follows:

"b) Within 21 working days from the receipt of a complete application, the State Bank of Vietnam shall issue a written approval or rejection to the non-bank credit institution. In case of rejection, the State Bank of Vietnam shall provide reasons in writing;"

Article 39. Amendment and Supplement of Certain Points and Clauses of Article 12

1. Amend and supplement subheading d of clause 1 as follows:

"d) List of major shareholders and related parties of a major shareholder of the non-bank credit institution after acquisition or transfer of shares, specifying:"

2. Amend and supplement point i of clause 1 as follows:

"i) Financial statements of the buyer or transferee for three consecutive years prior to the year in which the application is submitted, having been audited by an independent auditing organization in accordance with the law (except where the buyer or transferee is a Vietnamese credit institution or a business entity listed on the Vietnamese stock market). In case financial statements have not yet been issued at the time of submitting the application, submit unaudited financial statements and must submit audited financial statements immediately upon issuance by the auditing organization and shall bear responsibility for the content of the submitted financial statements."

Chapter X

AMENDMENT AND SUPPLEMENT OF CERTAIN ARTICLES OF CIRCULAR NO. 50/2025/TT-NHNN REGULATIONS ON THE SUBMISSION OF DOCUMENTS AND PROCEDURES FOR APPROVAL OF CERTAIN CONTENT CHANGES OF FOREIGN COMMERCIAL BANKS, BRANCHES OF FOREIGN COMMERCIAL BANKS

Article 40. Amend and supplement subheading 4 of Article 3 as follows:

"4. The documents of a commercial bank or branch of a foreign commercial bank shall be submitted to the State Bank of Vietnam in one of the following forms:"

Article 41. Amendment and Supplement of Article 4

“Article 4. Approval Authority

1. The Governor of the State Bank of Vietnam shall approve changes to the provisions specified in clause 1, article 1 of this Circular for a large-scale branch of a foreign commercial bank as per the decision of the Governor of the State Bank of Vietnam, except those provisions specified in clauses 2 and 3 of this Article.

2. The Director of the Department of Supervision of Credit Institutions shall approve changes to a large-scale branch of a foreign commercial bank as per the decision of the Governor of the State Bank of Vietnam, including:

a) Location of the head office of the commercial bank and amendment or supplementation of the license for such change in location (within the same province or city where the commercial bank's head office is located);

b) Increase in capital contribution and amendment or supplementation of the license for such increase in capital contribution of a limited liability commercial bank;

c) Increase in the amount of capital allocated to the branch of a foreign commercial bank and amendment or supplementation of the license for such increase in capital allocation of the branch of a foreign commercial bank;

d) Change of name and amendment or supplementation of the license for such change in name of the commercial bank, branch of a foreign commercial bank;

e) Amendment or supplementation of the license for changes to the location of the head office of the commercial bank, branch of a foreign commercial bank where there is no change in the location of the head office or branch.

f) Temporary suspension of transactions for five working days or more, except where such suspension is due to an不可翻译的文本已用中文注释，保持不变。

3. The Director of the Regional Office of the State Bank of Vietnam shall approve the following changes:

a) For large-scale branches of foreign commercial banks as per the decision of the Governor of the State Bank of Vietnam:

Approval for changing the location within and outside the province or city where the branch is currently located, including projected locations (for cases where the location of the branch changes to a different province or city from where it is currently located); amendment or supplementation of the license for such change in location;

b) For other cases not falling under point a of this clause:

The provisions specified in clause 1, article 1 of this Circular for branches of foreign commercial banks within and outside the province where they are currently located (for changes in the location of the branch).”

Article 42. Amendment and补充 to Point b of Clause 2, Article 5

"b) Within twenty working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall approve the change in name of commercial bank or foreign branch bank and issue a decision amending its license; if it does not approve, the State Bank of Vietnam shall provide written notification and specify the reasons."

Article 43. Amendment and补充 to Several Clauses of Article 6

1. Amendment and补充 to Point c of Clause 1 as follows:

"c) Documentation or evidence demonstrating that the commercial bank or foreign branch bank has the legal right to use, or will have such a right in the future, at its new premises.

For documentation or evidence proving that the commercial bank has the legal right to use or own property at the new location, if it is a Land Use Right Certificate and Ownership of Real Estate and data from the national land database, the commercial bank shall include the land use right certificate number in the document as specified in Point a of this clause. In such case, the commercial bank does not need to submit the original Land Use Right Certificate or ownership of real estate.

If the State Bank of Vietnam is unable to access information from the national land database or if the accessed information is incomplete or inaccurate, the State Bank of Vietnam may request the commercial bank to provide a copy of the Land Use Right Certificate and ownership of real estate..”.

2. Amendment and补充 to Point b of Clause 2 as follows:

"b) Within twenty working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall issue written approval for the foreign branch bank's application to change its premises location. Within twenty-five working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall issue written approval for the commercial bank's application to change its main office location. In case of non-approval, the State Bank of Vietnam shall provide written notification and specify the reasons."

Article 44. Amendment and补充 to Point b of Clause 2, Article 7

"b) Within twenty working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall issue written approval for the foreign branch bank's application to change its premises location. Within twenty-five working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall issue written approval for the commercial bank's application to change its main office location. In case of non-approval, the State Bank of Vietnam shall provide written notification and specify the reasons."

Article 45. Amendment and补充 to Point c(i) of Clause 1, Article 9

"c) A comprehensive report on the organization and operations of the commercial bank or foreign branch bank in Vietnam, which includes:

(i) An evaluation of activities over the three consecutive years prior to the submission of the application, including key performance indicators related to capital structure, use of funds, and business results;"

Article 46. Amendment and补充 to Point b of Clause 2, Article 10

"b) Within fifteen working days from the date of receipt of a complete set of valid documents, the State Bank of Vietnam shall issue written approval for the application of the commercial bank or foreign branch bank. In case of non-approval, the State Bank of Vietnam shall provide written notification and specify the reasons."

Article 47. Amendment and Supplement to Certain Clauses of Article 13

1. Clause 1 shall be supplemented with point a(v) as follows:

"(v) Report on compliance with risk management regulations, provisions for risks in accordance with laws at the time of submitting the application; safety ratios in banking operations according to the guidelines of the State Bank in the consecutive year prior to the submission and up to the time of submission by the new member which is a Vietnamese commercial bank and the new member shall be responsible for this information."

2. Clause 1, point c(ii) shall be amended and supplemented as follows:

"(ii) For the new member that is a Vietnamese commercial bank:

- Decision on appointment of the capital representative at the bank, including identifying information of the capital representative (Full name; personal identification number for Vietnamese nationals, passport or other valid travel document, date and place of issue, nationality/nationalities for non-Vietnamese nationals);

- Reasonable explanation document regarding the dissenting opinion that does not affect the conditions for shareholding with confirmation from an independent auditing organization on the impact of the dissent (in case of a dissenting audit report by an independent auditing organization);

- Report on compliance with the limit on purchase and holding of shares in credit institutions as stipulated in Clause 8, Article 111 of the Law on Credit Institutions;

- Report on minimum capital adequacy ratio and projected shareholding after the contribution."

3. Clause 1, point c(iii) shall be amended and supplemented as follows:

"(iii) For a new member of a joint venture bank that is not a bank entity, the application includes:

- Business license or registration certificate or equivalent document (except for Vietnamese entities);

- Decision on appointment of the capital representative at the bank, including identifying information of the capital representative (Full name; personal identification number for Vietnamese nationals, passport or other valid travel document, date and place of issue, nationality/nationalities for non-Vietnamese nationals);

- Copy of the passport or other valid travel document of the legal representative and the capital representative of the entity at the bank (for non-Vietnamese nationals);

- Document from competent authority approving the participation of the entity in the capital contribution to the bank;

- Report on compliance with conditions for a new business partner that is not a bank entity when contributing capital as stipulated by the Governor of the State Bank regarding the issuance and amendment of licenses, addition of operating scope into the license, and certain regulations on organization and operation of Vietnamese commercial banks, branches of foreign banks in Vietnam, and representative offices of foreign credit institutions with banking activities;

- Financial statements for three consecutive years prior to the year of application submission that have been independently audited as required by law (except for entities listed on the Vietnamese stock exchange);

- Reasonable explanation document regarding the dissenting opinion that does not affect the conditions for shareholding with confirmation from an independent auditing organization on the impact of the dissent (in case of a dissenting audit report by an independent auditing organization);

- Financial capacity report to participate in the joint venture bank as per the prescribed form at Appendix I annexed hereto;

- Schedule of credit relationship history of the entity according to the prescribed form at Appendix II annexed hereto;

- Confirmation from the tax authority on compliance with tax obligations to the state budget; document from the social insurance agency providing information on social insurance contributions by the organization;

- Schedule of related persons and participation in capital contribution to commercial banks as per the prescribed form at Appendix III annexed hereto."

Chapter XI

AMENDMENT AND SUPPLEMENT TO SOME ARTICLES OF DECREE NO. 55/2025/TT-NHNN REGULATING ON ISSUANCE, ISSUE SUPPLEMENTARY CONTENTS

OPERATIONS INTO LICENSE AND ORGANIZATION, ACTIVITIES OF

ORGANIZATION NON-BANK CREDIT

Article 48. Amendment and supplementation to Clause 1, Point b of Article 7

“b) The list of operational contents accompanied by the current license information, approval documents.”

Chapter XII

AMENDMENT AND SUPPLEMENT TO SOME ARTICLES OF DECREE NO. 60/2025/TT-NHNN OF THE STATE BANK OF VIETNAM REGULATING ON CONDITIONS, APPLICATIONS, PROCEDURES AND APPROVAL PROCEDURES FOR CONTRIBUTION OF CAPITAL, PURCHASE OF SHARES BY

CREDIT ORGANIZATION

Article 49. Amendment and supplementation, abolition of some points, clauses of Article 6

1. Supplement Point c(xiv) after Point c(xiii) Clause 1 as follows:

“(xiv) The results of business operations according to the financial statements of the year immediately preceding the year in which the application is made, verified by an independent auditing organization. In case of an adverse opinion on the financial statements, the credit institution must provide reasonable explanations regarding the impact of such adverse opinion on the conditions for contribution and purchase of shares, and obtain a confirmation from the auditing organization about the impact of the adverse opinion;”.

2. Abolish Point d Clause 1.

3. Amend and supplement Point a Clause 3 as follows:

“a) The components of the application specified in Points a and b of this Article;”.

4. Supplement the phrase “Point c(xiv)” after the phrase “Point c(xiii)” in the title of Point b Clause 3.

5. Amend and supplement Point a Clause 4 as follows:

“a) The components of the application specified in Points a and b of this Article;”

6. Supplement the phrase “Point c(xiv)” after the phrase “Point c(xiii)” in the title of Point b Clause 4.

Chapter XIII AMENDMENT AND SUPPLEMENT TO SOME ARTICLES OF DECREE NO. 61/2025/TT-NHNN OF THE STATE BANK OF VIETNAM REGULATING ON

OPERATIONAL NETWORK OF COMMERCIAL BANKS

Article 50. Amendment and supplementation to some clauses of Article 4

1. Amendment and supplementation to Clause 2 as follows:

“2. The Director of the Department of Management, Supervision of Credit Institutions shall examine and approve the establishment, cessation of operations, liquidation (except for voluntary cessation of operations) of a branch office.”.

2. Amendment and supplementation to Clause 3 as follows:

“3. The Deputy Governor of the State Bank of Vietnam at Regional Office shall examine and approve:

a) Changes in the location of the head office, branch office;

b) Voluntary cessation of operations of a branch office, sub-branch;

c) Establishment, cessation of operations, liquidation of representative offices, units of business at home.”.

Article 51. Abolition of Clause 6 of Article 13

Article 52. Amendment and supplementation to some clauses of Article 14

1. Amendment and supplementation to Clause 1 as follows:

“1. A commercial bank shall submit an application to the State Bank or Regional Office of the State Bank one time before September 30th each year, except as provided in Paragraph 4 of this Decree.”.

2. Amendment and supplementation to Clause 2 as follows:

“2. A commercial bank shall prepare one set of application documents according to the provisions of Article 13 of this Decree and submit it to the State Bank or Regional Office of the State Bank. In case the application is incomplete or not in compliance with regulations, within five working days from the date of receipt of the application, the State Bank or Regional Office of the State Bank shall issue a written request for the commercial bank to supplement and complete the application.”.

3. Amendment and supplementation to Clause 6 as follows:

“6. Within twenty-one working days from the date of receipt of a complete set of application documents according to the provisions of Article 13 of this Decree, the State Bank shall issue a written approval or disapproval for the establishment of a branch office, representative office, foreign subsidiary by the commercial bank. Within fourteen working days from the date of receipt of a complete set of application documents according to the provisions of Article 13 of this Decree, the Regional Office of the State Bank at the Region shall issue a written approval or disapproval for the establishment of a representative office, unit of business at home. In case of approval for a domestic representative office, the Regional Office of the State Bank at the Region shall issue a written confirmation for each domestic representative office.

In case of disapproval, the State Bank or Regional Office of the State Bank at the Region shall send a written notice to the commercial bank specifying the reasons.”.

4. Amendment and supplementation to Clause 7 as follows:

Article 53. Amendment and Supplement of Certain Clauses of Article 15

1. Amend and supplement Clause 2 as follows:

"2. A commercial bank shall submit a report to the branch office of the State Bank in the region where its branch or sub-branch is located, at the latest seven working days before the anticipated opening date of the domestic branch or sub-branch, containing the following information:

a) The anticipated opening date and compliance with the requirements for the opening of the domestic branch or sub-branch;

b) Information on the head of the entity, name information, address information of the domestic branch or sub-branch."

2. Abolish Clause 3.

3. Amend and supplement Clause 4 as follows:

"4. A commercial bank shall commence operations at a domestic branch or sub-branch after complying with the provisions set forth in Clauses 1 and 2 of this Article, completing legal procedures for the operation of the branch or sub-branch in accordance with regulations."

Article 54. Amendment and Supplement of Certain Clauses of Article 19

1. Amend and supplement Point c and d of Clause 4 as follows:

"c) Within four working days from the date of receipt of the application document from the branch office of the State Bank in the region where the anticipated location for the branch or sub-branch is to be situated, the People's Committee of the province or municipality directly under the Central Government where the anticipated location for the branch or sub-branch is to be situated, and the branch office of the State Bank in the region where the branch or sub-branch currently resides shall provide written comments on the matters requested;

d) Within three working days from the date of receipt of full participation opinions from relevant agencies, the branch office of the State Bank in the region where the commercial bank is anticipated to establish its branch or sub-branch shall issue a written response to the commercial bank either approving or disapproving the change in location for the branch or sub-branch; if disapproved, the response shall specify the reasons."

2. Amend and supplement Clause 6 as follows:

"6. A commercial bank shall submit a report to the branch office of the State Bank in the region specified at Point b of Clause 3 or Point d of Clause 4 of this Circular, regarding compliance with the requirements set forth in Article 15 of this Circular, no later than seven working days before the anticipated operation date at the location approved.

The change in location for the branch or sub-branch prior to commencement of operations shall be carried out in accordance with the provisions of Clauses 1, 2, and 3 of this Article and Clauses 2 and 4 of Article 15 of this Circular."

Article 55. Amendment and Supplement of Certain Clauses of Article 29

1. Amend and supplement Clause 2 as follows:

"2. Voluntary termination procedures for domestic branches:

a) A commercial bank shall prepare one set of documents in accordance with the provisions of Clause 1 of this Circular and submit them to the branch office of the State Bank in the region where its branch is located;

b) Within eleven working days from the date of receipt of sufficient documents as per this Circular, the branch office of the State Bank in the region where the branch is located shall issue a written approval or disapproval of the commercial bank's request; if disapproved, the response shall specify the reasons."

2. Amend and supplement Clause 3 as follows:

"3. Voluntary termination procedures for sub-branches:

a) A commercial bank shall prepare one set of documents in accordance with the provisions of Clause 1 of this Circular and submit them to the branch office of the State Bank in the region where its sub-branch is located;

b) Within five working days from the date of receipt of sufficient documents as per this Circular, the branch office of the State Bank in the region where the sub-branch is located shall issue a written approval or disapproval of the commercial bank's request; if disapproved, the response shall specify the reasons."

Article 56. Amendment and Supplement to Article 30

“Article 30. Mandatory Termination of Operations, Dissolution of Branches, Business Offices, Representative Offices, and Domestic Units of Commercial Banks

1. The Governor of the State Bank has the authority to mandate the termination of operations of domestic branches of commercial banks.

2. The Director of the Department of Supervision and Management of Credit Institutions has the authority to mandate the termination of operations of business offices of commercial banks.

3. The Director of the Regional Office of the State Bank has the authority to mandate the termination of operations of representative offices and domestic units of commercial banks.

4. A domestic branch, business office, representative office, or domestic unit of a commercial bank shall be subject to consideration for mandatory termination of operations in any of the following cases:

a) There is evidence proving that the application documents for establishing a branch, business office, representative office, or domestic unit contain false information leading to an inaccurate assessment of whether the commercial bank meets the conditions for establishing such entities;

b) Operations are not conducted in accordance with the permitted scope as stipulated by law.

5. A domestic branch of a commercial bank shall be mandatorily terminated if it has a continuous three-year loss in income and expenses, except in the following cases:

a) The head office of the commercial bank's domestic branch is located in an agricultural area;

b) The branch has been operating for the first three years.

6. A domestic branch or business office of a commercial bank shall be mandatorily terminated if it changes its location without prior written approval from the Regional Office of the State Bank.

7. Based on the cases specified in Clauses 4, 5, and 6 of this Article, the Regional Office of the State Bank where the branch, business office, representative office, or domestic unit is located:

a) Issues a written document specifying the reasons to request the termination of operations of the commercial bank's branch;

b) Requests the commercial bank to terminate the operation of the representative office or domestic unit.

8. Within ten working days from the receipt of the document from the Regional Office of the State Bank as specified in Clause 7 of this Article, or during the course of inspection and supervision where cases as stipulated in Clauses 4, 5, and 6 of this Article are discovered, the Department of Supervision and Management of Credit Institutions shall issue a written document or submit to the Governor of the State Bank for issuance of a written document requesting the commercial bank to terminate the operations of the branch or business office.

9. Within ninety days from the date of the document issued by the State Bank or the Regional Office as specified in Clauses 7 and 8 of this Article, the commercial bank must complete the termination of operations of the branch, business office, representative office, or domestic unit; and submit a written report to the State Bank and the Regional Office of the State Bank where the branch, business office, representative office, or domestic unit is located on the date of termination.

Article 57. Replacement of Annex I

Replace Annex I issued together with Circular No. 61/2025/TT-NHNN with Annex I attached to this Circular.

Chapter XIV

DISTRIBUTION OF IMPLEMENTATION OF ADMINISTRATIVE PROCEDURES REGULATED IN DECREE NO. 58/2021/NĐ-CP OF THE GOVERNMENT ON CREDIT INFORMATION SERVICE PROVIDING ACTIVITIES

Article 58. Distribution of implementation of administrative procedures for credit information service providing activities

The People's Bank of Vietnam Regional Office shall handle the reissuance and amendment of the Credit Information Service Operation Qualification Certificate for credit information companies with their principal office located within its jurisdiction in accordance with the provisions of Article 12 and Article 13 of Decree No. 58/2021/NĐ-CP on credit information service providing activities.

Chapter XV

TERMS OF IMPLEMENTATION

Article 59. Implementation terms

1. This Circular shall take effect from May 19, 2026, except for paragraph 3 of this article.

2. This Circular abrogates:

a) Points c, d and e of paragraph 2 and points b, c, d, e and f of paragraphs 2 and 3 of Circular No. 12/2025/TT-NHNN issued by the Governor of the State Bank of Vietnam amending and supplementing certain provisions of several Circulars on the documentation and procedures for the first issuance of banking licenses, foreign bank branches, foreign representative offices, and non-bank credit institutions; b) Article 3 of Circular No. 24/2025/TT-NHNN issued by the Governor of the State Bank of Vietnam amending and supplementing certain provisions of Circular No. 63/2024/TT-NHNN on documentation and procedures for revocation of licenses and liquidation of assets of credit institutions, foreign bank branches; documentation and procedures for revocation of licenses of foreign representative offices in Vietnam of non-bank credit institutions, foreign entities engaged in banking activities;

c) Article 8 of Circular No. 26/2025/TT-NHNN issued by the Governor of the State Bank of Vietnam amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documentation, and procedures for approval of restructuring of commercial banks and non-bank credit institutions;

d) Paragraphs 2 of Article 5, Article 10, paragraph 1 of Article 11, and Articles 12 of Circular No. 48/2025/TT-NHNN issued by the Governor of the State Bank of Vietnam amending and supplementing certain provisions of several Circulars of the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reducing and simplifying administrative procedures, changing organizational structure, and restructuring; e) Paragraph 35 of Circular No. 69/2025/TT-NHNN issued by the Governor of the State Bank of Vietnam amending and supplementing certain provisions of several Circulars of the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reducing business conditions, simplifying administrative procedures.

3. The provisions concerning the Credit History Certificate become effective from July 1, 2026.

4. For applications submitted before the date this Circular takes effect, they shall continue to be processed in accordance with the provisions of the applicable Circular at the time of submission.

Article 60. Implementation responsibilities

Heads of units under the State Bank of Vietnam, commercial banks, non-bank credit institutions, foreign bank branches, and credit information companies are responsible for implementing this Circular./.

For reference:

- As per Article 60;