Circular No. 16/2009/TT-NHNN amending and supplementing certain articles of the Regulation on the issuance of securities within the country by credit institutions issued together with Decision No. 07/2008/QĐ-NHNN dated March 24, 2008 of the Governor of the State Bank of Vietnam.

CIRCULAR

Amending and supplementing some articles of the Domestic Issuance Regulation of Valuable Securities of Credit Institutions issued together with Decision No. 07/2008/QĐ-NHNN dated March 24, 2008 of the Governor of the State Bank of Vietnam.

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Pursuant to the Law on the State Bank of Vietnam 1997, the Law Amending and Supplementing Some Provisions of the Law on the State Bank of Vietnam 2003;

Pursuant to the Law on Credit Institutions 1997, the Law Amending and Supplementing Some Provisions of the Law on Credit Institutions 2004;

Pursuant to the Enterprise Law 2005;

Pursuant to the Securities Law 2006;

Pursuant to the Foreign Exchange Decree 2005;

Pursuant to Decree No. 52/2006/NĐ-CP dated May 19, 2006 of the Government on the issuance of corporate bonds;

Pursuant to Decree No. 96/2008/NĐ-CP dated August 26, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

The State Bank of Vietnam amends and supplements some provisions of the Domestic Issuance Regulation of Valuable Securities of Credit Institutions issued together with Decision No. 07/2008/QĐ-NHNN dated March 24, 2008 of the Governor of the State Bank of Vietnam as follows:

Article 1. Articles 22, 28, 29, 30, 40, 41, and 42 shall be amended and supplemented as follows:

1. Clause 3 of Article 22 shall be amended and supplemented as follows:

“3. The results of operations and business for the year immediately preceding the issuance year and up to the nearest time must show profit.”

2. Clause 3 and Clause 5 of Article 28 shall be amended and supplemented as follows:

“3. The results of operations and business for the year immediately preceding the issuance year and up to the nearest time must show profit, and the ratio of non-performing loans to total outstanding loans for the year immediately preceding the issuance year and up to the nearest time must be less than 5%.

5. With the approval of the Governor of the State Bank of Vietnam regarding the issuance of convertible bonds and bond-linked warrants for the financial year of credit institutions. If the capital increase plan from issuing convertible bonds and bond-linked warrants, which has been approved by the General Meeting of Shareholders, changes, the credit institution must report to the State Bank of Vietnam (Supervisory Authority) for the Governor of the State Bank of Vietnam to consider and approve.”

3. Clause 2 of Article 29 shall be amended and supplemented as follows:

“2. The capital increase plan from issuing convertible bonds and bond-linked warrants for the financial year, which has been approved by the General Meeting of Shareholders, must clearly state the contents according to the current regulations of the State Bank of Vietnam on the application for approval to change the registered capital of credit institutions.”

4. Clause 2 of Article 30 shall be amended and supplemented as follows:

“2. The period for reviewing and making a decision on the issuance of convertible bonds and bond-linked warrants of credit institutions shall not exceed 45 working days from the date of receipt of the complete issuance application dossier of the credit institution.”

5. Clause 1 of Article 40 shall be amended and supplemented as follows:

“1. Submit the application dossier for issuing long-term valuable securities; Application dossier for issuing convertible bonds and bond-linked warrants; Notice of issuing valuable securities in each phase to the State Bank of Vietnam (Monetary Policy Department); If the capital increase plan from issuing convertible bonds and bond-linked warrants, which has been approved by the General Meeting of Shareholders, changes, the credit institution must report to the State Bank of Vietnam (Supervisory Authority) for the Governor of the State Bank of Vietnam to consider and approve.”

6. Article 41 shall be amended and supplemented as follows:

“Provide specific opinions on the application for issuing convertible bonds and bond-linked warrants of credit institutions whose main office is located within the jurisdiction.”

7. Point b of Clause 1 of Article 42 shall be amended and supplemented as follows:

“b) Send the dossier on the plan to increase the registered capital from issuing convertible bonds and bond-linked warrants of credit institutions to the Supervisory Authority for review and submit to the Governor of the State Bank of Vietnam for approval or disapproval of increasing the registered capital from issuing convertible bonds and bond-linked warrants of credit institutions.

Take the lead and coordinate with relevant units to review applications for issuing long-term valuable securities and applications for issuing convertible bonds and bond-linked warrants to submit to the Governor of the State Bank of Vietnam for approval or disapproval of the application of credit institutions.”

8. Clause 2 of Article 42 shall be amended and supplemented as follows:

“2. The Supervisory Authority:

a) Provide the Monetary Policy Department with the following information:

- The assessment of the Supervisory Authority on the organizational structure and operation of credit institutions; Financial situation of credit institutions through on-site inspections and remote supervision.

- Compliance with restrictions to ensure safety in the operation of credit institutions according to the current provisions of the Law on Credit Institutions, the Law Amending and Supplementing Some Provisions of the Law on Credit Institutions, and guidelines of the State Bank of Vietnam.

- The results of operations and business for the year immediately preceding the issuance year and up to the nearest time of credit institutions.

- Data on the ratio of non-performing loans to total outstanding loans for the year immediately preceding the issuance year and up to the nearest time of credit institutions; Data on the post-tax profit margin on equity according to Clause 4 of Article 28 of the Domestic Issuance Regulation of Valuable Securities of Credit Institutions (in cases of handling applications for issuing convertible bonds and bond-linked warrants of credit institutions).

b) Review and submit to the Governor of the State Bank of Vietnam for approval or disapproval of the plan to increase the registered capital from issuing convertible bonds and bond-linked warrants of credit institutions (including cases with changes in the plan) and notify the result to the Monetary Policy Department.

c) Coordinate with the Monetary Policy Department to review and provide specific opinions on approving or disapproving applications for issuing long-term valuable securities and applications for issuing convertible bonds and bond-linked warrants of credit institutions.

d) Inspect and supervise the issuance of valuable securities by credit institutions; Handle according to its authority and recommend the Governor of the State Bank of Vietnam to handle violations of the provisions of this Regulation.”

9. Delete Clause 3 of Article 42.

Article 2. Implementation

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

2. The Director of the Office, the Head of the Monetary Policy Department, and the Heads of units under the State Bank of Vietnam; the Governors of the State Bank of Vietnam branches in provinces and centrally governed cities; the Chairmen of the Boards of Directors and General Managers (Directors) of credit organizations and the purchasers of securities shall be responsible for implementing this Circular./.