Circular No. 24/2011/TT-NHNN Implementing the plan to simplify administrative procedures in the banking establishment and operation sector according to Government Resolutions on simplifying administrative procedures within the management functions of the State Bank of Vietnam.

CIRCULAR

Regarding the implementation of the plan to simplify administrative procedures in the banking establishment and operation sector according to Government Resolutions

on simplifying administrative procedures within the scope of management functions of the State Bank of Vietnam

_________________________

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Credit Organizations No. 47/2010/QH12 dated June 16, 2010;

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;

Pursuant to Resolution No. 60/NQ-CP dated December 17, 2010 of the Government on simplifying administrative procedures within the scope of management functions of the State Bank of Vietnam;

Pursuant to Resolution No. 25/NQ-CP dated June 2, 2010 of the Government on simplifying 258 administrative procedures within the scope of management functions of Ministries and sectors;

The State Bank of Vietnam (hereinafter referred to as the State Bank) amends, supplements, replaces, or abolishes regulations stipulated in documents issued by the State Bank to implement the plan to simplify administrative procedures in the banking establishment and operation sector as follows:

Article 1. Amending and supplementing some articles of Circular No. 09/2010/TT-NHNN dated March 26, 2010 of the State Bank on granting permission for the establishment and operation of joint-stock commercial banks to implement the simplification plan as set out in Clause 23 and Clause 24 Section III Part A of Resolution 60/NQ-CP as follows:

1. Amending and supplementing Clause 1 Article 15:

“1. Prepare documents in accordance with Article 6 of Circular No. 09/2010/TT-NHNN into eight sets (including two main sets) to be sent via postal service or submitted directly at the State Bank headquarters (Supervisory and Inspection Authority) to request approval of the principle of bank establishment; one set to be sent via postal service or submitted directly at the provincial or municipal People's Committee office (where the bank intends to establish its main office) to request approval for the location of the bank’s main office.”

2. Amending and supplementing Point b Clause 2 Article 15:

“b) Prepare documents in accordance with Article 7 of Circular No. 09/2010/TT-NHNN into two main sets to be sent via postal service or submitted directly at the State Bank headquarters (Supervisory and Inspection Authority);”

3. Adjusting the "maximum period of 90 days" at Point d Clause 2 Article 15 to "maximum period of 60 days".

4. Amending and supplementing Clause 3 Article 18:

“3. Serve as the focal point for receiving and examining application files for issuing licenses:

a) Within two working days from the date of receipt of the file, the Supervisory and Inspection Authority shall issue a confirmation letter regarding the list of documents.

b) For files requesting approval of the principle of bank establishment:

- Within a maximum period of 60 days from the date of receipt of the principle approval file, the Supervisory and Inspection Authority shall send a confirmation letter to the preparatory board confirming the receipt of complete and valid files. In case the principle approval file does not meet the requirements, the State Bank shall send a letter to the preparatory board requesting supplementation and completion of the file in accordance with the regulations.

- Within a maximum period of 90 days from the date of receipt of all required files as stipulated in Article 6 of this Circular, the Supervisory and Inspection Authority shall be responsible for:

+ Submitting a request for examination along with the file to the members of the Examination Board for consideration. The examination request shall clearly state the examination results and recommendations regarding the issuance of the license;

+ Issuing a notice to convene the preparatory board to present issues related to the establishment of the bank as stipulated in Clause 6 Article 15 of this Circular;

+ Examining the file, compiling opinions of the Examination Board members, and preparing a report for submission to the Chairman of the Examination Board to convene a meeting of the Examination Board members to examine the file requesting approval of the principle of bank establishment;

+ Based on the minutes of the Examination Board meeting, submit to the Chairman of the Examination Board for submission to the Governor of the State Bank:

(i) Issue a letter approving the principle of bank establishment if it meets the conditions stipulated in this Circular; or

(ii) Issue a letter disapproving the principle of bank establishment and requesting the preparatory board to supplement the file or clarify issues in the file that are unclear; or

(iii) Issue a letter rejecting the principle of bank establishment if the file does not fully meet the conditions stipulated in Circular No. 09/2010/TT-NHNN.

c) For files requesting issuance of the license:

Within a maximum period of 30 days from the date of receipt of all required files, the Supervisory and Inspection Authority shall be responsible for examining the file and submitting to the Chairman of the Examination Board for submission to the Governor of the State Bank:

- Signing the Decision to issue the license, confirming the registration of the Charter of organization and operation; or

- Issuing a letter disapproving the issuance of the license and requesting the preparatory board to supplement the file or clarify issues in the file that are unclear; or

- Issuing a letter rejecting the issuance of the license if it does not fully meet the conditions stipulated in this Circular.”

Article 2. Amend, supplement, and abolish certain provisions of the Regulations on the establishment and operation of remittance companies directly under joint-stock commercial banks of the State and people issued together with Decision No. 951/2003/QĐ-NHNN dated August 18, 2003 of the Governor of the State Bank to implement the simplification measures set out in Clause 27, Section III Part A of Resolution No. 60/NQ-CP as follows:

1. Abolish Clause 5, Clause 6, and Clause 8 of Article 4.

2. Amend and supplement Clause 1 of Article 5:

“1. Joint-stock commercial banks establishing remittance companies directly shall submit one set of documents in accordance with Article 4 of these Regulations directly or through postal service to the State Bank (Supervisory and Inspection Authority).”

3. Abolish Clause 2 of Article 5 and Point a of Clause 1 of Article 13.

Article 3. Amend, supplement, and abolish certain provisions of the Interim Provisions on the registration for listing and issuance of shares to the public by joint-stock commercial banks issued together with Decision No. 787/2004/QĐ-NHNN dated June 24, 2004 of the Governor of the State Bank to implement the simplification measures set out in Clauses 34 and 35 of Section III Part A of Resolution No. 60/NQ-CP as follows:

1. Amend and supplement Article 5 to implement the simplification measures set out in Clause 34 of Resolution No. 60/NQ-CP:

Competent Authority

1. Joint-stock commercial banks shall submit one set of documents in accordance with Article 4 of these Provisions through postal service or directly to the State Bank (Supervisory and Inspection Authority) for consideration and resolution.

2. Within twenty working days from the date of receipt of complete documents in accordance with the regulations, the State Bank shall examine and issue a letter of approval or disapproval regarding the joint-stock commercial bank's registration for listing its shares on the securities market.”

2. Abolish Article 12.

3. Amend and supplement Article 13:

“Article 13.

The Supervisory and Inspection Authority of the banking sector shall be responsible for receiving applications, examining, and submitting to the Governor of the State Bank for approval or disapproval of the joint-stock commercial bank's application to list its shares at the Securities Commission.”

4. Amend and supplement Clause 1 of Article 15:

“Article 15.

1. During the implementation process, if there are any difficulties, units shall report in writing to the State Bank (Supervisory and Inspection Authority) for timely consolidation and submission to the Governor of the State Bank for decision.”

5. Abolish the provisions at Section 2 of the Interim Provisions on the registration for listing and issuance of shares to the public by joint-stock commercial banks issued together with Decision No. 787/2004/QĐ-NHNN to implement the simplification measures set out in Clause 35 of Section III Part A of Resolution No. 60/NQ-CP.

Article 4. Amend, supplement, and abolish certain clauses of Circular No. 03/2007/TT-NHNN dated June 5, 2007 of the State Bank guiding the implementation of certain provisions of Decree No. 22/2006/NĐ-CP dated February 28, 2006 of the Government on the organization and operation of foreign bank branches to implement the simplification measures set out in Clauses 37, 38, 39, 40, 41, 42, 43, 44, 45 of Section III Part A of Resolution No. 60/NQ-CP and Clauses 3, 4, 5, 9, 10, 11 of Section A Part XVI of Resolution No. 25/NQ-CP as follows:

1. Amend and supplement Points 7.1 and 7.2 to implement the simplification measures set out in Clauses 37 and 39 of Section III Part A of Resolution No. 60/NQ-CP and Clause 10 of Section A, Part XVI of Resolution No. 25/NQ-CP:

“7.1. The application for a license shall be prepared in one original copy consisting of two (02) sets, one in Vietnamese and one in English, including:

a) English-language documents must be legalized by consular authorities, including:

- Documents mentioned in Subpoint a, b, d, m, n of Point 6.1 of this Circular;

- Documents mentioned in Subpoint a, b, c, d, g, p, q of Point 6.2 of this Circular;

- Documents mentioned in Subpoint a, g, h of Point 6.3 of this Circular.

b) Vietnamese copies and translations from English to Vietnamese must be certified by competent state authorities; specifically, annual financial reports may be confirmed by authorized agencies and organizations with translation functions. Vietnamese documents that are originals (or copies from original Vietnamese documents) and prepared in Vietnam do not need to be translated into English.

7.2. All original documents mentioned above shall be prepared in two (02) additional copies and submitted directly or sent through postal service to the State Bank (Supervisory and Inspection Authority). Within twenty working days after receiving the documents, the State Bank (Supervisory and Inspection Authority) shall issue a confirmation of completeness of the documents or notify about the status of the documents and request additional information or documents (if incomplete or non-compliant). Within ten working days after receiving the supplementary information or documents, the State Bank (Supervisory and Inspection Authority) shall issue a confirmation of completeness of the documents or further notify about the status of the documents according to the above principle.”

2. Amend and supplement Point a of Clause 9 to implement the simplification measures set out in Clause 5 of Section A Part XVI of Resolution No. 25/NQ-CP:

“a) Application for extension of the period of operation (Annex 01a.ĐGH, 01b.ĐGH attached to this Circular).”

3. Abolish Point g of Clause 9 to implement the simplification measures set out in Clause 38 of Section III Part A of Resolution No. 60/NQ-CP.

4. Amend and supplement Clause 18 to implement the simplification measures set out in Clause 39 of Section III Part A of Resolution No. 60/NQ-CP.

“18. Transfer documents

18.1. Transfer from a joint venture bank to a wholly foreign-owned bank

The transfer documents for changing a joint venture bank into a wholly foreign-owned bank include the documents specified in Subpoints a, b, c, d, e, g, h, o, p of Clause 6.2, Section III, Part I of Circular No. 03/2007/TT-NHNN. In addition, the joint venture bank wishing to change must also submit:

a) Application for transferring a joint venture bank into a wholly foreign-owned bank signed by the Chairman of the Board of Directors of the joint venture bank;

b) Minutes (or Resolution) of the Board of Directors of the joint venture bank agreeing to the transfer from a joint venture bank to a wholly foreign-owned bank model;

c) Contract (or commitment) for the transfer of capital from the Vietnamese side in the joint venture to the foreign transferee.

The transfer of capital must ensure that a foreign bank holds more than 50% of the charter capital of the wholly foreign-owned bank.

18.2. Transfer from a wholly foreign-owned bank to a joint venture bank

The files for converting a wholly foreign-owned bank into a joint venture bank include the files specified in items a, b, c, d, e, g, h, o, p of Clause 6.2 Section III Part I of this Circular. In addition, the wholly foreign-owned bank wishing to convert must also submit:

a) A request for conversion from a wholly foreign-owned bank to a joint venture bank signed by the Chairman of the Board of Directors of the wholly foreign-owned bank;

b) Minutes (or resolution) of the meeting of the Board of Directors of the wholly foreign-owned bank agreeing on the conversion from a wholly foreign-owned bank to a joint venture bank model;

c) Contract (or commitment) for transferring capital to the Vietnamese partner participating in the joint venture.

The transfer of capital must ensure the ratio prescribed in Article 46 of the Decree (the maximum contribution level of the foreign party not exceeding 50% of the charter capital of the joint venture bank).

5. Amend and supplement item a point 23.1 to implement the simplification plan set forth in Clause 11 Item A Part XVI Resolution 25/NQ-CP:

“a) Application for name change signed by the Chairman of the Board of Directors of the joint venture bank, wholly foreign-owned bank, or authorized representative of the foreign bank (for branches of foreign banks) (Annex 02a.DGH, 02b.DGH attached)”.

6. Repeal item c point 23.1 to implement the simplification plan set forth in Clause 11 Item A Part XVI Resolution 25/NQ-CP.

7. Amend and supplement item c point 23.2 to implement the simplification plan set forth in Clause 3 Item A Part XVI Resolution 25/NQ-CP:

“c) In case of a wholly foreign-owned bank or a joint venture bank increasing capital due to changes in members contributing capital, they must submit additional files as prescribed in Point 57.3 Circular 03/2007/TT-NHNN”.

8. Repeal item d point 23.2 to implement the simplification plan set forth in Clause 3 Item A Part XVI Resolution 25/NQ-CP.

9. Amend and supplement point a Clause 24 to implement the simplification plan set forth in Clause 11 Item A Part XVI Resolution 25/NQ-CP:

“a) The applications for changes mentioned above shall be prepared in one set and submitted through postal service or directly to the State Bank of Vietnam (Supervisory Authority). Within thirty working days from the date of receipt of complete and valid files, the State Bank of Vietnam shall issue a written approval or rejection of the applications for changes mentioned above. In case of rejection, the State Bank of Vietnam shall clearly explain the reasons.”

10. Repeal item d point 57.2 to implement the simplification plan set forth in Clause 41 Item III Part A Resolution 60/NQ-CP.

11. Amend and supplement point 57.3 to implement the simplification plan set forth in Clause 42 Item III Part A Resolution 60/NQ-CP:

“57.3. Files for transferring shares to a new partner outside the wholly foreign-owned bank or the joint venture bank:

In this case, the new partner must submit an application for receiving the transfer of share contributions in the wholly foreign-owned bank, joint venture bank in one (01) set of files through postal service or directly to the State Bank of Vietnam (Supervisory Authority), accompanied by documents and materials proving their ability to meet the conditions stipulated for establishing and operating wholly foreign-owned banks and joint venture banks as prescribed in Point 5.3 Section III Part I of this Circular and as required by the State Bank of Vietnam.

Additionally, the wholly foreign-owned bank, joint venture bank must submit to the State Bank of Vietnam (Supervisory Authority) the following documents and materials:

a) A request for capital transfer signed by the Chairman of the Board of Directors. The request should state:

- Reasons for the transfer;

- Report on the assessment of the legal status, financial situation of the new partner, and their ability to meet the conditions stipulated for participation in wholly foreign-owned banks and joint venture banks.

- Other proposals (if any) regarding amendments and supplements to the Charter, name, main office location, adjustment of the content of the license for establishment and operation of wholly foreign-owned banks and joint venture banks, joint venture contracts; changes in members of the Board of Directors, Supervisory Board, General Director (Director) of wholly foreign-owned banks and joint venture banks; and other related matters that need to be changed or supplemented in connection with the capital transfer.

b) Resolution of the Board of Directors of the wholly foreign-owned bank, joint venture bank agreeing to the capital transfer.

c) Contract (commitment, agreement) for capital transfer between the transferring and receiving parties.”

12. Amend and supplement points a, b Clause 58 to implement the simplification plan set forth in Clauses 41, 42, 43 Item III Part A of Resolution No. 60/NQ-CP:

“a) Related documents in the capital transfer files prepared abroad (if any) must be drafted in English and legalized consular (except for cases prescribed in Point 7.1 Item III Part I of this Circular). Vietnamese copies and translations from English to Vietnamese must be certified.

b) Joint venture banks, wholly foreign-owned banks prepare one set of files to submit directly or send through postal service to the State Bank of Vietnam (Supervisory Authority). Within thirty working days from the date of receipt of complete and valid files, except for the case of transferring capital to a new partner outside the wholly foreign-owned bank, joint venture bank which is ninety days, the State Bank of Vietnam shall issue a written approval or rejection of the capital transfer proposal and accompanying changes. In case of rejection, the State Bank of Vietnam shall issue a written explanation of the reasons.”

13. Amend and supplement item a point 69.1 and item a point 69.2 to implement the simplification plan set forth in Clause 44 Item III Part A Resolution 60/NQ-CP:

a) Amend and supplement item a point 69.1: “a) The authorized representative of the foreign credit institution submits directly or sends through postal service to the State Bank of Vietnam (Supervisory Authority) an application for changing the name of the representative office, including an explanation of the reason for the name change (due to consolidation, merger, division, acquisition of foreign credit institutions...), accompanied by one (01) set of documents approving or accepting the name change issued by the competent authority of the home country allowing the foreign credit institution to change its name.”;

b) Amend and supplement paragraph a of point 69.2 as follows: "a) The authorized representative of foreign credit organizations shall submit directly or send by post to the State Bank of Vietnam (Bank Inspection and Supervision Department) an application to transfer the representative office location to another province or centrally administered city, including an explanation of the reasons for the transfer (one original copy)."

14. Add point c to Clause 71 to implement the simplification measures set forth in Clause 45, Part A, Section III of Resolution 60/NQ-CP, and Clause 9, Part A, Section XVI of Resolution 25/NQ-CP:

“c) After completing all obligations and procedures mentioned above, the representative office shall submit directly or by post to the State Bank of Vietnam (Bank Inspection and Supervision Department) one set of certified copies of relevant documents proving the completion of all obligations and procedures. Within five (5) working days from the date the representative office submits the complete file as required, the State Bank will issue a decision to close down and revoke the license of the representative office.”

15. Amend and supplement point a of Clause 72 to implement the simplification measures set forth in Clause 45, Part A, Section III of Resolution 60/NQ-CP:

“a) At least sixty (60) days before the expected cessation of operations of the representative office, the foreign credit organization must submit a request directly or by post to the State Bank of Vietnam (Bank Inspection and Supervision Department).”

16. Supplement Circular 03/2007/TT-NHNN with Appendices 01a.DGH, 01b.DGH, 02a.DGH, and 02b.DGH attached hereto.

Article 5. Amend, supplement, and abolish certain Articles in the Regulation on Issuing Licenses for the Establishment and Operation of Non-Bank Financial Institutions issued together with Decision No. 40/2007/QĐ-NHNN dated November 2, 2007 of the Governor of the State Bank of Vietnam to implement the simplification measures set forth in Clause 46, 47, Part A, Section III of Resolution 60/NQ-CP as follows:

1. Abolish Clause 10 of Article 14.

2. Amend and supplement Clauses 1 and 2 of Article 22:

“Prepare one set of files (original set) in accordance with Article 13 of this Regulation and send by post or submit directly to the State Bank of Vietnam (Bank Inspection and Supervision Department) to seek approval in principle.”

1. After receiving the State Bank's approval in principle, the preparatory board shall be responsible for:

a) Organizing the first General Meeting of Shareholders to approve the contents as stipulated in Clause 2 of Article 4 of this Regulation;

b) Preparing the files in accordance with Article 14 of this Regulation and submitting two sets of files (original set) by post or submitting directly to the State Bank of Vietnam (Bank Inspection and Supervision Department).”

3. Replace the Application Form for Issuance of License for the Establishment and Operation of Non-Bank Financial Institutions at Appendix 01 issued together with Decision No. 40/2007/QĐ-NHNN with Appendix 03.DGH attached hereto.

Article 6. Amend, supplement, and abolish certain clauses in Circular No. 06/2002/TT-NHNN dated December 23, 2002 guiding the implementation of Decree No. 79/2002/NĐ-CP dated October 4, 2002 of the Government on the organization and operation of finance companies to implement the simplification measures set forth in Clause 48, Part A, Section III of Resolution 60/NQ-CP as follows:

1. Amend and supplement point 4.1:

“4.1. The charter capital of the finance company shall be contributed in Vietnamese dong or freely convertible foreign currency but must be converted into Vietnamese dong according to the average trading rate on the inter-bank market at the time of contribution.”

2. Amend and supplement points 7.2, 7.3, and 7.7:

a) Amend and supplement points 7.2 and 7.3:

“7.2. Have a minimum charter capital equal to the statutory capital requirement under the law;

7.3. Founding members are reputable organizations and individuals with financial capacity, specifically:

a) For organizations:

- For Vietnamese enterprises that are not credit institutions:

+ Must be an enterprise with net equity of at least 500 billion Vietnamese dong in the year immediately preceding the year of applying to establish a limited liability finance company. In the case of an economic group applying to establish a wholly-owned limited liability finance company, it must have net equity of at least 1 trillion Vietnamese dong and must commit to providing financial support to the finance company to address difficulties in the event the finance company faces capital or liquidity issues;

+ Must have been profitable in the year immediately preceding the year of applying to establish a finance company;

+ The capital contribution must ensure that net equity minus the difference between long-term investments and long-term debt is at least equal to the committed capital contribution (determined according to Appendix 04.DGH attached hereto).

- For Vietnamese credit institutions, they must ensure:

+ Maintain the prescribed safety ratio in their operations under the law after contributing capital to the finance company;

+ Have total assets of at least 500 billion Vietnamese dong, with non-performing loan ratio below 3% at the time of applying to contribute capital to establish a finance company;

+ Not violate the prescribed safety requirements in their operations under the regulations of the State Bank of Vietnam for six consecutive months prior to the application to establish a finance company;

+ Engage in sound and safe business operations, and be profitable in the year immediately preceding the year of applying to establish a finance company.

- For foreign credit institutions participating in establishing joint venture finance companies and wholly foreign-owned finance companies:

+ Must have total assets of over 10 billion US dollars at the end of the year immediately preceding the submission of the application, except where otherwise provided in a bilateral investment agreement between Vietnam and the home country;

+ Engage in sound and safe business operations, and be profitable in the year immediately preceding the year of applying to establish a finance company;

+ If the foreign credit institution is a bank, in addition to the above conditions, it must be a reputable bank ranked at least average and stable by international rating agencies, with a non-performing loan ratio below 3%.

b) For individuals:

- Hold Vietnamese nationality, not falling within the prohibited categories as stipulated in Clause 2, Article 13 of the Enterprise Law 2005;

- Possess the financial capability to contribute capital to establish a finance company;

- Not currently being pursued for criminal responsibility, or having a criminal record;

- Hold a bachelor’s degree or higher in economics or law.

- Commit to providing financial support to finance companies to address difficulties in cases where finance companies encounter capital shortages or payment capacity issues.

b) Amend and supplement Point 7.7:

“7.7. Other conditions as prescribed by the Law on Credit Institutions.”

3. Repeal Point 8.7.

4. Amend and supplement Point 12.3:

“12.3. Organizations and individuals applying for Licenses must submit two (02) original sets of application files in accordance with Points 12.1 and 12.2 via postal service or directly at the State Bank (Supervisory Authority).”

Article 7. Amend and supplement Points 10.2 and 10.3 of Circular No. 06/2005/TT-NHNN dated October 12, 2005, issued by the State Bank guiding the implementation of certain provisions of Decree No. 16/2001/NĐ-CP dated May 2, 2001, of the Government on the organization and operation of Financial Leasing Companies and Decree No. 65/2005/NĐ-CP dated May 19, 2005, of the Government amending and supplementing certain Articles of Decree No. 16/2001/NĐ-CP to implement the simplified measures set forth in Clause 48, Section III, Part A of Resolution No. 60/NQ-CP as follows:

“10.2. For financial leasing companies affiliated with credit institutions: The application file shall be prepared in two (02) sets and submitted via postal service or directly at the State Bank (Supervisory Authority).

10.3. For joint venture financial leasing companies and wholly foreign-owned financial leasing companies: The application file shall be prepared in two (02) sets (one set in Vietnamese and one set in English) and submitted via postal service or directly at the State Bank (Supervisory Authority).”

Article 8. Amend, supplement, and repeal certain provisions of the Letter of Instruction on the Operation of Factoring Services of Credit Institutions issued together with Decision No. 1096/2004/QĐ-NHNN dated September 6, 2004, of the Governor of the State Bank and Decision No. 30/2008/QĐ-NHNN dated October 16, 2008, of the Governor of the State Bank amending and supplementing certain provisions of the Letter of Instruction on the Operation of Factoring Services of Credit Institutions issued pursuant to Decision No. 1096/2004/QĐ-NHNN to implement the simplified measures set forth in Clause 57 of Resolution No. 60/NQ-CP and Clause 14, Section A, Part XVI of Resolution No. 25/NQ-CP as follows:

1. Amend and supplement Clause 1, Article 4 of the Letter of Instruction on the Operation of Factoring Services of Credit Institutions issued together with Decision No. 1096/2004/QĐ-NHNN:

“1. Factoring unit: is a credit institution as defined in Point 2.1, Clause 2, Article 1 of this Instruction.”

2. Repeal Article 5, Article 8, and Article 9 of the Letter of Instruction on the Operation of Factoring Services issued together with Decision No. 1096/2004/QĐ-NHNN and Clauses 4 and 5 of Article 1 of Decision No. 30/2008/QĐ-NHNN.

Article 9. Amend, supplement, and repeal certain clauses of Circular No. 02/2008/TT-NHNN dated April 2, 2008, issued by the State Bank guiding the implementation of Decree No. 28/2005/NĐ-CP dated March 9, 2005, of the Government on the organization and operation of small-scale financial institutions in Vietnam and Decree No. 165/2007/NĐ-CP dated November 15, 2007, of the Government amending and supplementing certain provisions of Decree No. 28/2005/NĐ-CP to implement the simplified measures set forth in Clauses 62 and 63, Section III, Part A of Resolution No. 60/NQ-CP as follows:

1. Repeal Point 10.4 to implement the simplified measures set forth in Clause 62, Section III, Part A of Resolution No. 60/NQ-CP.

2. Supplement Point 11.4 to implement the simplified measures set forth in Clause 62, Section III, Part A of Resolution No. 60/NQ-CP:

“11.4. Small-scale financial institutions requesting Licenses must submit their application files in accordance with Points 11.1 and 11.2 via postal service or directly at the State Bank (Supervisory Authority).”

3. Amend and supplement Clause 16 to implement the simplified measures set forth in Clause 62, Section III, Part A of Resolution No. 60/NQ-CP as follows:

“16. Extension of License

16.1. At least sixty (60) days before the expiration date of the License, small-scale financial institutions must submit one (01) original set of application files for License extension via postal service or directly at the State Bank (Supervisory Authority). The application files include:

a) Application for extension sent to the Governor of the State Bank signed by the Chairman of the Board of Directors;

b) Resolution of the General Meeting (shareholders) agreeing to the request for License extension;

c) Resolution of the Board of Directors regarding the extension of the License;

d) Report on business operations over the past three years signed by the Chairman of the Board of Directors, detailing the results of operations, compliance with safety indicators prescribed by the State Bank, network activities, main customer types, number of member customers, social impact assessment of the organization's activities, summary of achievements and unachieved goals compared to plans, and future strategic plans;

đ) Proposed operational plan for the first three years following the License extension, clearly stating the issues as stipulated in Clause 10, Point 10.3 of this Circular.

16.2. The State Bank has the right to request the applicant to provide explanations and/or additional documents to clarify the contents of the application files for License extension as stipulated in Point 16.1 of this clause.

16.3. Within thirty (30) days from the date of receipt of complete application files for License extension as stipulated in Point 16.1 of this clause, the State Bank will review and decide to approve or reject the License extension for small-scale financial institutions. In case of rejection, the State Bank will issue a letter explaining the reasons.

16.4. The extension of the operating period will be reviewed individually each time. Each extension can be up to the duration specified in the previous License.

16.5. Within fifteen (15) working days from the date of License extension approval, small-scale financial institutions must publish the contents as stipulated in Clause 15, Point 15.1, Subsection h of this Circular in a central or local newspaper for three consecutive issues.”

4. Replace Appendix No. 02 issued together with Circular No. 02/2008/TT-NHNN with Appendix No. 05.DGH issued together with this Circular to implement the simplified measures set forth in Subpoint c of Clause 62, Section III, Part A of Resolution No. 60/NQ-CP.

Article 10. Amend, supplement, and abolish certain clauses of Circular No. 07/2007/TT-NHNN dated November 29, 2007, of the State Bank of Vietnam guiding the implementation of certain contents of Decree No. 69/2007/NĐ-CP dated April 20, 2007, of the Government on foreign investors purchasing shares of Vietnamese commercial banks, to implement the simplification plan set forth in Clause 7, Section A, Part XVI of Resolution No. 25/NQ-CP of the Government as follows:

1. Abolish Point 5.5.

2. Amend and supplement Point 8.2:

"8.2. Prepare three sets of files (including one original set and two duplicate sets) in accordance with Clause 5 of this Circular and submit them directly or via postal service to the State Bank of Vietnam (Supervisory Authority)."

3. Amend the provision of "seven working days" to "five working days" in Clause 10 and Clause 11.

Article 11. Implementation Provisions

This Circular takes effect from October 14, 2011.

Article 12. Implementation Organization

The Head of the Office, Heads of relevant units under the State Bank of Vietnam, Governors of the State Bank of Vietnam branches in provinces and centrally governed cities, and Chairmen of Management Boards (Boards of Members), General Directors (Directors) of credit organizations, and other related organizations and individuals are responsible for implementing this Circular./.