Decision No. 241/1998/QÐ-NHNN5 promulgates the Regulations on Merger, Consolidation, and Acquisition of Joint Stock Credit Organizations

Pursuant to …;

OF THE GOVERNOR OF THE STATE BANK OF VIETNAM
DECISION NO. 241/1998/QĐ-NHNN5 OF JULY 15, 1998 ISSUING THE REGULATIONS ON MERGER, CONSOLIDATION, AND ACQUISITION OF FINANCIAL ORGANIZATIONS
||| VIETNAMESE JOINT STOCK CREDIT ORGANIZATIONS

GOVERNOR OF THE STATE BANK OF VIETNAM

||| Pursuant to the Civil Code of the Socialist Republic of Vietnam dated November 9, 1995;

||| Pursuant to the Law on Government Organization dated September 30, 1992;

||| Pursuant to the Ordinance on the State Bank of Vietnam and the Ordinance on Banks, Credit Cooperatives, and Financial Companies dated May 24, 1990;

- Pursuant to the Government Decree No. 15/CP dated March 2, 1993 regarding the tasks, powers, and responsibilities for state management of ministries and ministerial-level agencies;

||| Pursuant to Decision No. 96/1998/QĐ-TTg dated May 19, 1998 of the Prime Minister on the consolidation and reorganization of joint stock commercial banks in Ho Chi Minh City and the current situation of joint stock credit organizations;

||| At the proposal of the Director of the Department of Financial Institutions - State Bank of Vietnam,

Pursuant to …;

Article 1. This decision includes the regulations on mergers, consolidations, and acquisitions of joint-stock credit organizations of Vietnam.

Article 2. THIS DECISION SHALL TAKE EFFECT 15 DAYS FROM THE DATE OF SIGNATURE.

Article 3. ||| The Head of the Governor's Office, the Director of the Department of Financial Institutions, the Heads of relevant units under the Central State Bank, the Directors of the State Bank Branches in provinces and cities concerned, and the Chairmen of the Boards of Management of Joint Stock Credit Organizations shall be responsible for implementing this Decision.

||| TRẦN MINH TUẤN

||| (Signed)

REGULATIONS
MERGERS, CONSOLIDATIONS, AND ACQUISITIONS OF JOINT-STOCK CREDIT ORGANIZATIONS
OF VIETNAM
(Issued together with Decision No. 241/1998/QĐ-NHNN dated July 15, 1998 of the Governor of the State Bank of Vietnam)
To ensure the interests of depositors, maintain economic stability, and ensure the safety of the banking system, the Governor of the State Bank of Vietnam (hereinafter referred to as the State Bank) issues regulations on the mergers, consolidations, and acquisitions of joint-stock commercial banks and financial companies of Vietnam (hereinafter referred to as joint-stock credit organizations) to create a legal basis for joint-stock credit organizations to implement during the process of consolidation and restructuring.

PART I
GENERAL PROVISIONS

Article 1. To ensure the interests of depositors, maintain economic stability, and ensure the safety of the banking system, the Governor of the State Bank of Vietnam (hereinafter referred to as the State Bank) issues regulations on the merger, consolidation, and acquisition of joint stock commercial banks and financial companies in Vietnam (hereinafter referred to as joint stock credit organizations) to create a legal basis for these joint stock credit organizations to implement during the process of consolidation and reorganization.

Article 2. Some concepts in this regulation are understood as follows:

Point 1. Merger: This refers to the act where one or more joint stock credit organizations (referred to as the merged joint stock credit organization) are incorporated into another joint stock credit organization (referred to as the merging joint stock credit organization). After the merger, all activities of the merged joint stock credit organization are integrated into the merging joint stock credit organization, and the merged joint stock credit organization ceases operations; all rights and obligations in the activities of the merged joint stock credit organization (including deposits, loans, investment amounts, lending, receivables and payables...) are transferred to the merging joint stock credit organization to execute. The resolution of the rights, obligations, and responsibilities of shareholders of the merged joint stock credit organization is agreed upon by the joint stock credit organizations themselves.

Point 2. Consolidation: This refers to the act where two or more joint stock credit organizations consolidate with each other (referred to as the consolidating joint stock credit organizations) to form a new joint stock credit organization (referred to as the consolidated joint stock credit organization).

After consolidation, all activities of the consolidating joint stock credit organizations are integrated into the consolidated joint stock credit organization, and the consolidating joint stock credit organizations cease operations; all rights and obligations in the activities of the consolidating joint stock credit organizations (including deposits, loans, investment amounts, lending, receivables and payables...) are transferred to the consolidated joint stock credit organization to execute. The resolution of the rights, obligations, and responsibilities of shareholders of the consolidating joint stock credit organizations is agreed upon by the joint stock credit organizations themselves.

After acquisition, all activities of the acquired joint-stock credit organization are integrated into the acquiring joint-stock credit organization, and the acquired joint-stock credit organization ceases operations; all rights and obligations in the activities of the acquired joint-stock credit organization (including deposits, loans, investment amounts, lending, receivables and payables...) will be transferred to the acquiring joint-stock credit organization to execute.

After acquisition, all activities of the acquired joint stock credit organization are integrated into the acquiring joint stock credit organization, and the acquired joint stock credit organization ceases operations; all rights and obligations in the activities of the acquired joint stock credit organization (including deposits, loans, investment amounts, lending, receivables and payables...) will be transferred to the acquiring joint stock credit organization to execute.

Article 3. Objects and scope of regulation of the charter

1. Joint-stock credit organizations currently operating normally but voluntarily requesting to merge, consolidate, or acquire another joint-stock credit organization to form a larger-scale, safer joint-stock credit organization with a higher charter capital.

2. Joint-stock credit organizations placed under special supervision or not meeting the minimum charter capital requirement as prescribed by the State, or those operating poorly may voluntarily request to merge, consolidate, or acquire according to the provisions of this charter.

The mergers, consolidations, and acquisitions of joint-stock credit organizations must be approved by the Governor of the State Bank of Vietnam.

Article 4. The merger, consolidation, or acquisition of joint-stock credit organizations must be approved by the Governor of the State Bank.

PART II
SPECIFIC PROVISIONS

PART 1: MERGER

Article 5. Conditions for being eligible for merger

1. There must be a feasible merger plan;

2. The shareholders' meeting of each Joint Stock Credit Institution must unanimously agree and commit to jointly bear responsibility for resolving past issues;

3. Approval from the People's Committee of the province or city is required;

4. A request from the relevant branch of the State Bank of Vietnam in the province or city is necessary.

Article 6. Responsibilities of joint-stock credit organizations to be merged

1. Members of the Board of Directors, Supervisors, and General Director must be responsible for all activities and ensure absolute safety regarding assets of the joint-stock credit organization from before until during the merger process until the merger decision takes effect. Strictly prohibit the dispersion of assets in any form;

2. Provide full and truthful information about the entire organizational and operational situation from the time of issuance of the business license to the time of requesting agreement on the merger for the merging joint-stock credit organization to review and decide;

3. After the merger, if any issues outside the books or not handed over are discovered, members of the Board of Directors, Supervisors, and General Director must bear full responsibility under the law;

4. Shareholders, members of the Board of Directors, supervisors, and General Director of the joint-stock credit organization to be merged after the merger still must comply with the current regulations of the State Bank regarding the transfer of shares. In special cases, only be resolved when approved by the shareholders' meeting of the merging joint-stock credit organization and permitted by the State Bank.

Article 7. Responsibilities of joint-stock credit organizations that merge

1. Proactively coordinate with the Joint Stock Credit Institution subject to merger to develop a merger plan to submit to competent state authorities for examination and approval;

2. When the Governor of the State Bank issues a document approving the principle for the merger, they have the responsibility to appoint personnel to assist the joint-stock credit organization to be merged in organizing and implementing activities according to the approved plan and preparing matters related to the shareholders' meeting of the merger.

3. After the shareholders' meeting of the merger, they have the responsibility to appoint personnel to participate in supervising activities, reviewing the entire operation and files of the joint-stock credit organization to be merged. When there is a merger decision, they must proactively carry out the merger procedures; implement matters related to the cessation of operations of the joint-stock credit organization to be merged; the merging joint-stock credit organization handles all matters related to the rights and obligations of the joint-stock credit organization to be merged.

4. Accept and take responsibility for handling all matters related to the Joint Stock Credit Institution subject to merger; implement the approved merger plan accurately.

Article 8. Procedure and formalities for merger

1. Requesting Principle Approval for Merger

a. The Board of Directors of relevant joint-stock credit organizations, after reaching consensus on the policy, must develop a merger plan. This plan must reflect the current organizational and operational status of each joint-stock credit organization; the necessity of the merger; solutions and methods of implementation, expected time frame for the merger; responsibilities and benefits of the parties involved in the merger; measures to address existing issues; other necessary matters.

b. Submit to the People's Committee of the province or city for comments and approval and to the relevant branch of the State Bank for guidance on implementation;

c. Organize the shareholders' meeting to approve the merger plan. The shareholders' meeting must ensure the presence of at least 3/4 of the charter capital represented by shareholders, and resolutions must have at least 3/4 of the voting shares of present shareholders to be valid. Contents of the meeting:

- Approve the report of the Board of Directors on the organizational, operational, financial, shareholder, share, stock, and other issues of the joint-stock credit organization;

- Approve the merger plan.

- Decide on the merger with another joint-stock credit organization;

- Decide on other related matters.

d. Submit to the Governor of the State Bank (through the relevant branch of the State Bank) for principle approval of the merger;

2. Requesting the State Bank to issue a merger decision:

a. Within a maximum period of 60 days from the date the Governor of the State Bank approves the principle for the merger, the Board of Directors of the merging joint-stock credit organization must organize the shareholders' meeting. The shareholders' meeting of the merger must have at least 3/4 of the charter capital represented by shareholders of the related joint-stock credit organizations present, and resolutions must have at least 2/3 of the voting shares of present shareholders to be valid. Contents of the meeting:

- Approve the resolution on approval of the merger; allocation of responsibilities and benefits of the parties involved and individuals (if any); - Approve the resolution on determining the charter capital, shareholders, adjusting the par value of stocks;

- Approve the resolution on electing additional members of the Board of Directors. Supervisors; amending, supplementing, and revising the charter (if necessary);

- Approve the resolution on opening Branches, Transaction Rooms at the headquarters location of the joint-stock credit organization to be merged (if necessary);

- Approve the resolution on handling remaining issues and problems arising after the merger;

- Approve the resolution on other necessary matters.

b. After the shareholders' meeting of the merger, the joint-stock credit organizations must proceed with the related merger formalities. When the merger work is basically completed, each joint-stock credit organization prepares a dossier to submit to the Governor of the State Bank;

- For the joint-stock credit organization to be merged: request a decision to revoke the business license and be merged with another joint-stock credit organization.

- For the merging joint-stock credit organization: request confirmation of the matters related as stipulated in Clause 2 of this Article.

Article 9. Documents

1. Documents for requesting principle approval for merger:

- A report from the Chairman of the Board of Directors requesting approval for the principle of merger. The content of the report must clearly state the current situation regarding organization, operation, existing issues, difficulties, and recommendations for merging with another joint-stock credit institution;

- Minutes, Resolution of the Shareholders' Meeting; reports from the Board of Directors;

- Audited financial statements up to the most recent period (except in cases where it cannot be carried out or all related joint-stock credit institutions vote to approve the entire financial status);

- Plan for consolidation;

- Approval document from the People's Committee of the province/city;

- Certified copies of the Business License, Establishment Permit, and Business Registration;

- For joint-stock credit institutions involved in the merger, they must also submit the documents of related joint-stock credit institutions.

2. Documents for requesting a merger decision:

a. For Joint Stock Credit Institutions being merged:

- A report from the Chairman of the Board of Directors proposing the revocation of the business license and merging with another joint-stock credit institution; commitment to take responsibility for handling issues related to the cessation of operations and handover;

- Resolution of the Board of Directors addressing issues related to the merger;

- Other documents as required by the State Bank.

b. For Joint Stock Credit Institutions merging:

- A report from the Chairman of the Board of Directors proposing that another joint-stock credit institution merge into their own unit; commitment to take responsibility for receiving and handling all issues after the merger, implementing and executing the approved project; requesting confirmation of issues according to the Resolution of the Shareholders' Meeting;

- Minutes, Resolution of the Shareholders' Meeting on the merger;

- Minutes of the Board of Directors meeting after the Shareholders' Meeting on the merger;

- Documents according to current regulations requesting confirmation of related issues;

3. Joint Stock Credit Institutions shall prepare the above documents in six sets:

- One set sent to the State Bank of Vietnam;

- Two sets sent to the Branch of the State Bank of Vietnam in the relevant area;

- Two sets sent to the joint-stock credit institution involved in the merger to complete the file;

to be submitted to the Governor of the State Bank;

- One set retained.

PART 2: MERGER

Article 10. Conditions for Merger.

1. There must be a feasible merger plan;

2. It must be agreed upon by the Shareholders' Meetings of the joint-stock credit institutions involved in the merger and they must commit to jointly resolve any existing issues.

3. Approval from the People's Committee of the province or city is required;

4. A request from the relevant branch of the State Bank of Vietnam in the province or city is necessary.

Article 11. Responsibilities of Joint-Stock Credit Institutions Requesting Merger.

1. Joint-stock credit institutions requesting merger must actively develop solutions and build a merger plan with other joint-stock credit institutions.

2. Provide comprehensive and truthful information about the organizational and operational situation from the issuance of the business license to the time of requesting merger agreement for related joint-stock credit institutions to review and decide.

3. During the merger process, members of the Board of Directors, Supervisors, and General Managers must still be responsible for all activities and ensure absolute safety of the assets of the joint-stock credit institution until the merger decision takes effect. Any form of asset distribution is strictly prohibited.

4. After the merger, if any issues outside the books or not handed over are discovered, members of the Board of Directors, Supervisors, and General Managers must bear full legal responsibility.

5. The transfer of shares of shareholders of joint-stock credit institutions requesting merger after the establishment of the merged joint-stock credit institution must still comply with the current regulations of the State Bank of Vietnam. Special cases will only be resolved with the approval of the Shareholders' Meeting of the merged joint-stock credit institution and permission from the State Bank of Vietnam.

Article 12. Responsibilities of Joint Stock Credit Organizations involved in Merger.

1. Members of the Preparatory Board for the establishment of the Joint Stock Credit Organization involved in merger, after receiving the establishment decision and after being approved by the Governor of the State Bank of Vietnam for the principle of merger, shall be responsible for supervising the activities of the Joint Stock Credit Organizations requesting to merge and coordinating to organize the Shareholders' Meeting for the merger.

2. Members of the Board of Directors, Supervisors, and General Director elected after the Shareholders' Meeting for establishment shall be responsible for reviewing the entire operations and documentation of the Joint Stock Credit Organizations requesting to merge; coordinating with the Joint Stock Credit Organizations requesting to merge to submit to the Governor of the State Bank of Vietnam issues related to revoking the operating license of the Joint Stock Credit Organizations requesting to merge and issuing the operating license for the Joint Stock Credit Organization involved in merger.

3. The Joint Stock Credit Organization involved in merger shall have rights, obligations, and be responsible for all issues related to the Joint Stock Credit Organizations requesting to merge, strictly implementing the approved merger plan.

4. When there is a decision to revoke the operating license of the Joint Stock Credit Organizations requesting to merge and issue the operating license for the Joint Stock Credit Organization involved in merger, members of the Board of Directors, Supervisors, and General Director shall be responsible for:

a. Accepting and implementing issues related to the cessation of operations for the Joint Stock Credit Organizations requesting to merge;

b. Registering and publishing according to the law on the establishment of the Joint Stock Credit Organization involved in merger based on inheriting all issues related to the rights and obligations of the Joint Stock Credit Organizations requesting to merge;

c. Commencing operations within the time limit specified by the Governor of the State Bank of Vietnam.

Article 13. Procedures, formalities, and documents:

Shall be carried out as stipulated for Joint Stock Credit Institutions merging under Article 8 and Article 9 of this Regulation. In addition, the following issues need to be supplemented:

1. Regarding procedures, formalities, and documents for seeking approval of the principle of merger:

a. When organizing the Shareholders' Meeting to approve the merger plan, the Joint Stock Credit Organizations must appoint representatives to join the Preparatory Board for the establishment of the Joint Stock Credit Organization involved in merger.

b. Before submitting to the Governor of the State Bank of Vietnam for approval of the principle of merger, the Preparatory Board must report and request the People's Committee of the province/city (where the main office of the Joint Stock Credit Organization involved in merger is planned to be located) to approve the location of the main office and issue a decision establishing the Preparatory Board for the establishment of the Joint Stock Credit Organization involved in merger.

c. Implementing the provisions of Article 12 of this Charter.

2. Procedures, formalities, and documents for requesting issuance of the operating license for the establishment and operation of the Joint Stock Credit Organization involved in merger:

a. The organization of the Shareholders' Meeting for merger must ensure that at least three-quarters (3/4) of the shareholders representing the capital stock of each Joint Stock Credit Organization requesting to merge are present.

b. The content of the Shareholders' Meeting for merger must comply with the regulations of the State Bank of Vietnam regarding the organization of the Shareholders' Meeting for establishment, but must include:

- Resolutions approving the merger and defining responsibilities and rights of the parties involved and individuals (if any); approving the name, plan, charter;

- Resolutions determining the registered capital, shareholders, and adjusting the par value of shares;

- Resolutions electing members of the Board of Directors and Supervisors;

- Resolutions on opening Branches and Transaction Offices at the headquarters location of the Joint Stock Credit Organization requesting to merge (if necessary);

- Resolutions on other necessary issues.

c. The resolutions of the Shareholders' Meeting for merger only have legal validity when at least three-quarters (3/4) of the shareholders representing the capital stock of the present shareholders unanimously agree.

PART III: PURCHASE BACK

Article 14. Conditions for carrying out buyback

1. Having a feasible buyback plan;

2. The shareholders' meeting of the joint-stock credit organization to be bought back agrees to approve; The buying credit organization commits to bear responsibility for resolving the rights and obligations of the joint-stock credit organization to be bought back;

3. Approval from the People's Committee of the province or city is required;

4. A request from the relevant branch of the State Bank of Vietnam in the province or city is necessary.

Article 15. Responsibilities of joint-stock credit organizations to be bought back.

1. Hold a shareholders' meeting to consider and decide on selling to another credit organization;

2. Provide fully and truthfully about the entire organizational situation and operations from the time of issuance of the business license to the time of requesting agreement for buyback for the buying credit organization to review and decide;

3. Cooperate with the buying credit organization to develop a buyback plan;

4. During the buyback process, members of the Board of Directors, Supervisors, and General Director must still be responsible for all activities and ensure absolute safety of assets of the joint-stock credit organization until the buyback decision takes effect. Strictly prohibit any form of asset dispersion;

5. After being bought back, if discovering any off-balance sheet issues or non-delivered items, members of the Board of Directors, Supervisors, and General Director must bear full legal responsibility.

Article 16. Responsibilities of the buying credit organization.

1. After receiving the Governor's approval principle for buyback, it has the responsibility to appoint supervisors to oversee the operations of the joint-stock credit organization to be bought back, re-examine all activities, documents of the joint-stock credit organization to be bought back, and proceed with the buyback;

2. Upon receiving the buyback decision, the buying credit organization will take over all activities transferred by the joint-stock credit organization to be bought back and implement issues related to the cessation of operations of the joint-stock credit organization to be bought back;

3. The buying credit organization has rights, obligations, and bears responsibility for all issues related to the joint-stock credit organization to be bought back, strictly implementing the approved buyback plan.

Article 17. Procedures and formalities.

1. Requesting approval of the buyback principle.

a. After the joint-stock credit organization to be bought back receives the shareholders' meeting's approval for sale, it must contact other credit organizations to discuss buyback solutions.

b. After determining the actual situation of the joint-stock credit organization to be bought back, the buying credit organization will agree on the purchase price based on the level of loss and equity of the joint-stock credit organization to be bought back. Actively cooperate with the joint-stock credit organization to be bought back to develop a buyback plan. The buyback plan must reflect the organizational and operational status of the relevant credit organizations; The necessity of the buyback; Solutions and methods for implementation, expected time to complete the buyback; Responsibilities and benefits of the parties involved in the buyback; Measures to handle existing issues; Other necessary matters.

c. The joint-stock credit organization to be bought back prepares a dossier to request approval from the People's Committee of the province/city and the State Bank Branch in the area for guidance on implementation.

d. The buying credit organization organizes a shareholders' meeting (for joint-stock credit organizations) or the Board of Directors (for other types of credit organizations) to approve the buyback plan. Content:

- Reviewing the Board of Directors' report on the organizational, operational, financial, shareholder, share, stock, and other issues of the joint-stock credit organization to be bought back;

- Approving the buyback plan;

- Deciding to buy back another joint-stock credit organization;

- Decide on other related matters.

e. After reaching consensus on buyback-related issues, the buying credit organization actively cooperates with the joint-stock credit organization to be bought back to prepare a dossier to request the Governor of the State Bank to approve the buyback principle.

2. Requesting the State Bank to issue a buyback decision:

a. After the Governor of the State Bank issues a document approving the buyback principle, the buying credit organization must organize the buyback according to Clause 1, Article 16 of this Regulation. When the buyback is basically ready, the buying credit organization actively cooperates with the joint-stock credit organization to be bought back to prepare a dossier to request the Governor of the State Bank to propose revocation of the business license of the joint-stock credit organization to be bought back;

b. The buying credit organization continues to carry out procedures to terminate the operations of the joint-stock credit organization to be bought back, registering and publishing the succession of rights and obligations of the joint-stock credit organization to be bought back.

Article 18. Documents.

1. For Joint Stock Credit Institutions to be acquired: the application for approval of the principle of acquisition and the proposal for the decision on acquisition shall be carried out as in the case of merger.

2. For Credit Institutions carrying out acquisitions:

a. Documents for application for approval of the principle of acquisition:

- A report from the Chairman of the Board of Directors requesting approval of the principle of acquisition.

- Minutes and Resolution of the Shareholders' Meeting (for Joint Stock Credit Institutions) or Resolution of the Board of Directors (for other Credit Institutions).

- The most recent audited financial report (except where it cannot be implemented or where all related Credit Institutions have voted to approve the entire financial status).

- Acquisition plan.

- Documents of the Joint Stock Credit Institution to be acquired.

b. Documents for proposal for the decision on acquisition:

- A report from the Chairman of the Board of Directors proposing to acquire another Joint Stock Credit Institution and committing to accept and handle all rights, obligations, and responsibilities of the Joint Stock Credit Institution to be acquired after acquisition; implementing and executing the approved project.

- Related documents on acquisition of Credit Institutions and plans for implementation of acquisition.

- Minutes of the Board of Directors meeting dealing with issues related to acquisition.

- Other documents as required by the State Bank.

Chapter III. IMPLEMENTATION ORGANIZATION

Article 19. Responsibilities of Joint Stock Credit Institutions.

1. Joint Stock Credit Institutions voluntarily merging, consolidating, or acquiring as stipulated in Clause 1 of Article 3 shall implement procedures, formalities, and documents according to the provisions of this Regulation.

2. Joint Stock Credit Institutions as stipulated in Clause 2 of Article 3 shall be responsible for developing a consolidation and restructuring plan to submit to the People's Committee of the province/city and the Director of the State Bank Branch where the main office is located for approval. Strictly implement the approved plan and the provisions of this Regulation regarding mergers, consolidations, and acquisitions.

3. For Joint Stock Credit Institutions subject to special handling:

a. If Joint Stock Credit Institutions as stipulated in Clause 2 of Article 3 cannot implement voluntarily and are at risk of collapse, the State Bank will decide to revoke their operating license (the Joint Stock Credit Institution must dissolve if it has the ability to pay off all debts or declare bankruptcy according to the law) or compel the Joint Stock Credit Institution to merge, consolidate, or sell and designate another Credit Institution to acquire it. Compulsory handling will be carried out when there is a recommendation from the People's Committee of the relevant province/city and it is approved by the Government.

b. Responsibilities of Joint Stock Credit Institutions subject to compulsory handling:

- When the State Bank announces its opinion on compulsory handling, the Board of Directors, Supervisors, and General Manager shall be responsible for preparing all related work for handover, strictly managing all activities and assets, coordinating with the designated Credit Institution to transfer all operations.

- Implementing the procedures and documents as stipulated in this regulation. Specifically, the Shareholders' Meeting must be held immediately after the request of the State Bank to inform shareholders about the current situation of the Credit Institution; responsibilities, financial obligations, actual share capital, and decisions of state management agencies regarding the handling of the Credit Institution.

- Upon receiving the State Bank's decision, they must immediately organize the handover of all organizational and operational matters to the designated Credit Institution to continue handling. Any actions causing difficulties, hindrances leading to economic and social instability and system safety, individuals involved shall bear full responsibility under the law.

c. Responsibilities of the designated Credit Institution:

- Appointing personnel to join the special supervision team of the State Bank to immediately supervise all activities of the Joint Stock Credit Institution subject to compulsory handling upon the Governor's decision of the State Bank, organizing the development of specific plans to address the share capital, assets, and losses of the Joint Stock Credit Institution subject to compulsory handling; organizing debt recovery and payment to creditors.

- After the State Bank's decision on merger, consolidation, or acquisition, the designated Credit Institution shall be responsible for immediately managing all activities to handle issues related to the Joint Stock Credit Institution subject to compulsory handling. Accounting related to the Joint Stock Credit Institution subject to compulsory handling shall be separately tracked according to the State Bank's regulations.

Article 20. Responsibilities of the Branch of the State Bank of Vietnam in provinces and cities

1. Shall be responsible for examining and evaluating the situation and actual conditions of Joint Stock Credit Institutions in the locality to prepare documents requesting the People's Committee of the province or city to provide comments on handling measures and submit proposals to the Governor of the State Bank of Vietnam regarding handling measures for each Joint Stock Credit Institution mentioned in Clause 2 of Article 3 of this Regulation.

2. Guide Joint Stock Credit Institutions to carry out mergers, consolidations, and acquisitions in accordance with the provisions of this Regulation.

3. Within a maximum period of 15 days from receiving complete files as stipulated in Articles 9, 13, and 18 of this Regulation, the Director of the Branch of the State Bank of Vietnam shall be responsible for reviewing and submitting to the Governor of the State Bank of Vietnam.

The report of the Director of the Branch of the State Bank of Vietnam must clearly report the actual status of the Joint Stock Credit Institution, reasons for mergers, consolidations, and acquisitions; feasibility, prospects, and ability to address existing issues of the Joint Stock Credit Institution; opinions of the Branch.

4. After the Joint Stock Credit Institution convenes a shareholders' meeting to decide on mergers, consolidations, and acquisitions, they must assign staff to guide the Joint Stock Credit Institution in the handover process, handling related issues, and implementing the plan.

5. The Branch of the State Bank of Vietnam where the Joint Stock Credit Institution is being merged into, seeking consolidation, or acquired has the responsibility to coordinate with the Branch of the State Bank of Vietnam in the province or city concerned to handle (if other Joint Stock Credit Institutions are in different localities).

6. For the Branch of the State Bank of Vietnam where the headquarters of the Joint Stock Credit Institution being merged into, consolidated, or acquired is located, it has the responsibility to act as the focal point to coordinate with other Branches of the State Bank of Vietnam in provinces or cities (if in different localities) to urge Joint Stock Credit Institutions to complete the files; the time limit for review and submission to the Governor of the State Bank of Vietnam starts from the date of receipt of the final set of files of the relevant Joint Stock Credit Institutions.

Article 21. Responsibilities of units under the Central Bank of Vietnam

1. Based on reports and recommendations from the Branch of the State Bank of Vietnam, the Banking Inspection Department shall be responsible for assessing the actual conditions and proposing specific measures for handling each Joint Stock Credit Institution as stipulated in Article 3 of this Regulation.

2. Financial Institutions Department:

a. Guide the implementation of this Regulation;

b. Coordinate with the Banking Inspection Department to propose specific handling plans for each Joint Stock Credit Institution; direct and supervise the merger, consolidation, and acquisition process.

c. Within a period not exceeding 30 days from the date of receiving complete files for approval of the principle of mergers, consolidations, and acquisitions, it shall be responsible for reviewing and submitting to the Governor of the State Bank of Vietnam for consideration and decision.

d. Within a period not exceeding 30 days from the date of receiving complete files requesting decisions on mergers, consolidations, and acquisitions, it shall be responsible for coordinating with relevant units to review and submit to the Governor of the State Bank of Vietnam for decision.

3. Departments and Bureaus under the Central Bank of Vietnam, based on their functions and responsibilities, shall be responsible for guiding the handling of issues related to mergers, consolidations, and acquisitions of Joint Stock Credit Institutions.