Decision No. 241/1998/QĐ-NHNN5 Issuing the Regulation on Merger, Consolidation, and Acquisition of Joint Stock Credit Institutions

Pursuant to …;

Issuing regulations on mergers, consolidations, and acquisitions of joint-stock credit organizations
of Vietnam

GOVERNOR OF THE STATE BANK OF VIETNAM

Based on the Civil Code of the Socialist Republic of Vietnam dated November 9, 1995;

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

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

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

Based on Decision No. 96/1998/QĐ-TTg dated May 19, 1998 of the Prime Minister regarding the consolidation and restructuring 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 Financial Institutions Department - State Bank,

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 Director of the Governor's Office, Heads of the Financial Institutions Department, Heads of relevant units under the State Bank of Vietnam Central, Branch Governors of the State Bank of Vietnam in provinces and cities concerned, and Chairmen of the Boards of Directors of joint-stock credit organizations are responsible for implementing this decision.

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. Some concepts in these regulations are understood as follows:

Article 2. 1. Merger: Is the act of one or more joint-stock credit organizations being merged (referred to as the joint-stock credit organization to be merged) into another joint-stock credit organization (referred to as the merging joint-stock credit organization). After the merger, all activities of the joint-stock credit organization to be merged are integrated into the merging joint-stock credit organization, and the joint-stock credit organization to be merged ceases operations; all rights and obligations in the activities of the joint-stock credit organization to be merged (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 joint-stock credit organization to be merged is agreed upon by the joint-stock credit organizations themselves.

2. Consolidation: Is the act of two or more joint-stock credit organizations consolidating with each other (referred to as the joint-stock credit organizations requesting consolidation) into a new joint-stock credit organization (referred to as the consolidated joint-stock credit organization).

After consolidation, all activities of the joint-stock credit organizations requesting consolidation are integrated into the consolidated joint-stock credit organization, and the joint-stock credit organizations requesting consolidation cease operations; all rights and obligations in the activities of the joint-stock credit organizations requesting consolidation (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 joint-stock credit organizations requesting consolidation is agreed upon by the joint-stock credit organizations themselves.

3. Acquisition: Is the act of one joint-stock credit organization acquiring (referred to as the acquiring joint-stock credit organization) another joint-stock credit organization (referred to as the acquired joint-stock credit organization).

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.

Scope and objects regulated by the regulations

Article 3. 1. Joint-stock credit organizations currently operating normally but voluntarily request to merge, consolidate, or acquire another joint-stock credit organization to become a larger joint-stock credit organization with safer operations and higher charter capital.

2. Joint-stock credit organizations placed under special supervision or failing to meet the minimum charter capital requirement set by the state or those with poor performance may voluntarily request to merge, consolidate, or acquire according to the provisions of these regulations.

3. Joint-stock credit organizations subject to special handling as stipulated in Clause 3, Article 19 of these regulations.

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

Article 4. Việc sáp nhập, hợp nhất, mua lại các tổ chức tín dụng cổ phần phải được Thống đốc Ngân hàng Nhà nước chấp thuận.

PART II

SPECIFIC PROVISIONS

PART 1: MERGER

Article 5. Conditions 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 Institutions Subject to Merger

1. Members of the Board of Directors, Supervisors, and General Managers must be responsible for all activities and ensure absolute safety of assets of the Joint Stock Credit Institution before, during, and until the merger decision takes effect. Any form of asset dispersion is strictly prohibited;

2. Provide full and truthful information about organizational structure and operations from the date of issuance of the business license to the date of requesting merger agreement for the Joint Stock Credit Institution 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 Manager must bear full legal responsibility;

4. Shareholders, members of the Board of Directors, supervisors, and general managers of the Joint Stock Credit Institution subject to merger must still comply with current regulations of the State Bank regarding share transfer after the merger. Special cases will only be resolved upon approval by the shareholders' meeting of the merging Joint Stock Credit Institution and permission from the State Bank.

Article 7. Responsibilities of Joint Stock Credit Institutions Engaging in Merger

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 principle approval for the merger, they have the responsibility to assign personnel to assist the Joint Stock Credit Institution subject to merger in organizing and implementing activities according to the approved plan and preparing matters related to the shareholders' meeting of the merged institution;

3. After the shareholders' meeting of the merged institution, they have the responsibility to assign personnel to monitor activities, review all operations and files of the Joint Stock Credit Institution subject to merger. Upon receiving the merger decision, they must proactively proceed with the merger procedures; handle matters related to ceasing operations of the Joint Stock Credit Institution subject to merger; the merging Joint Stock Credit Institution must continue to address all issues related to rights and obligations of the Joint Stock Credit Institution subject to merger;

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 the involved Joint Stock Credit Institutions, after reaching consensus on the policy, must develop a merger plan. This plan must reflect the current organizational structure and operations of each Joint Stock Credit Institution; the necessity of the merger; solutions, methods, and expected timeline for implementation; responsibilities and benefits of the parties involved in the merger; measures to resolve 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 a shareholders' meeting to approve the merger plan. The shareholders' meeting must ensure at least 3/4 of the charter capital representatives attend, and resolutions must have at least 3/4 of the voting shares of present shareholders agree to be valid. Contents of the meeting:

Approve the Board of Directors' report on organizational structure, operations, finances, shareholders, shares, stocks, and other issues of the Joint Stock Credit Institution;

Approve the merger plan;

Decide on the merger with another Joint Stock Credit Institution;

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 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 Institution must organize a shareholders' meeting. The shareholders' meeting of the merged institution must have at least 3/4 of the charter capital representatives of the involved Joint Stock Credit Institutions attend, and resolutions must have at least 2/3 of the voting shares of present shareholders agree to be valid. Contents of the meeting:

Approve the resolution on accepting the merger; defining responsibilities and benefits of the parties involved and individuals (if applicable);

Approve the resolution on determining the charter capital, shareholders, adjusting stock par value;

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

Approve the resolution on opening branches, transaction offices at the headquarters location of the Joint Stock Credit Institution subject to merger (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 merged institution, the Joint Stock Credit Institutions must proceed with related merger formalities. Once the merger is basically completed, each Joint Stock Credit Institution must prepare a file to submit to the Governor of the State Bank;

For the Joint Stock Credit Institution subject to merger: request a decision to revoke the business license and merge with another Joint Stock Credit Institution;

For the merging Joint Stock Credit Institution: request confirmation of the matters mentioned in Clause 2 of this Article;

Article 9. File

1. Documents for requesting principle approval for merger:

A letter from the Chairman of the Board requesting principle approval for the merger. The content of the letter must clearly state the current situation regarding organizational structure, operations, existing issues, difficulties, and requests for merger with another Joint Stock Credit Institution;

Minutes, Resolutions of the shareholders' meeting; reports of the Board of Directors;

Financial reports up to the most recent audit period (except where auditing cannot be conducted or where relevant Joint Stock Credit Institutions have unanimously approved the current financial status);

Merger plan;

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

Certified copies of the Business Operation License, Establishment License, and Business Registration;

For Joint Stock Credit Institutions being merged, they must submit the files of related Joint Stock Credit Institutions;

2. Documents for requesting a merger decision:

a. For Joint Stock Credit Institutions being merged:

A proposal from the Chairman of the Board of Directors requesting the revocation of the business operation 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 proposal from the Chairman of the Board of Directors requesting another Joint Stock Credit Institution to merge into their own organization; commitment to take full responsibility for receiving and handling all issues after the merger, implementing and executing the approved project; request for approval of matters according to the Shareholders' Meeting Resolution;

Minutes and Resolution of the Shareholders' Meeting on the merger;

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

Files according to current regulations for requesting approval of related matters;

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

One set sent to the Central State Bank;

Two sets sent to the Branch of the State Bank at the location;

Two sets sent to the Joint Stock Credit Institution being merged to complete the file;

to be submitted to the Governor of the State Bank;

One set retained;

PART 2: MERGER

Article 10. Conditions for being eligible for merger.

There is a feasible merger plan;

The Shareholders' Meetings of the relevant Joint Stock Credit Institutions agree to approve the merger and commit to jointly bear responsibility for resolving existing issues;

Approved by the People's Committee of the province/city;

Requested by the Branch of the State Bank in the province/city concerned;

Article 11. Responsibilities of Joint Stock Credit Institutions requesting merger.

Joint Stock Credit Institutions requesting merger shall proactively develop solutions and build a merger plan with other Joint Stock Credit Institutions;

Provide comprehensive and truthful information about the entire organizational structure and activities from the date of issuance of the business operation license to the date of requesting merger agreement for the relevant Joint Stock Credit Institutions to consider and decide;

During the merger process, members of the Board of Directors, Supervisors, and General Managers still bear full responsibility for all activities and must ensure absolute safety of assets of the Joint Stock Credit Institution until the merger decision takes effect. Any form of asset distribution is strictly prohibited;

After the merger, if any issues outside the books or not handed over are discovered, members of the Board of Directors, Supervisors, and General Manager will bear full legal responsibility;

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. Special cases will only be resolved upon approval by the Shareholders' Meeting of the merged Joint Stock Credit Institution and permission from the State Bank;

Article 12. Responsibilities of the merged Joint Stock Credit Institution.

Members of the preparatory board for establishing the merged Joint Stock Credit Institution, after receiving the establishment decision and the principle approval from the Governor of the State Bank, have the responsibility to supervise the activities of the Joint Stock Credit Institutions requesting merger and coordinate to organize the Shareholders' Meeting of the merged Joint Stock Credit Institution;

Members of the Board of Directors, Supervisors, and General Managers elected after the Shareholders' Meeting for establishment have the responsibility to review the entire activities and documentation of the Joint Stock Credit Institutions requesting merger; coordinate with the Joint Stock Credit Institutions requesting merger to present to the Governor of the State Bank issues related to the revocation of the business operation license for the Joint Stock Credit Institutions requesting merger and issuance of the business operation license for the merged Joint Stock Credit Institution;

The merged Joint Stock Credit Institution has rights, obligations, and bears full responsibility for all issues related to the Joint Stock Credit Institutions requesting merger, strictly implementing the approved merger plan;

When there is a decision to revoke the business operation license of the Joint Stock Credit Institutions requesting merger and issue the business operation license for the merged Joint Stock Credit Institution, members of the Board of Directors, Supervisors, and General Managers have the responsibility to:

Receive and implement issues related to the cessation of operations for the Joint Stock Credit Institutions requesting merger;

Register and publish according to the law regarding the establishment of the merged Joint Stock Credit Institution based on inheriting all issues related to the rights and obligations of the Joint Stock Credit Institutions requesting merger;

Commence operations within the time limit specified by the Governor of the State Bank;

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:

Regarding procedures, formalities, and documents for requesting principle approval for merger:

When organizing the Shareholders' Meeting to approve the merger plan, Joint Stock Credit Institutions must appoint representatives to join the preparatory board for establishing the merged Joint Stock Credit Institution;

Before submitting to the Governor of the State Bank for principle approval of the merger, the preparatory board must report and request the People's Committee of the province/city (where the main office of the merged Joint Stock Credit Institution is planned to be located) to approve the location of the main office and issue a decision establishing the preparatory board for establishing the merged Joint Stock Credit Institution;

Implement the provisions of Article 12 of this Regulation;

Procedures, formalities, and documents for requesting the issuance of the establishment and operation license for the merged Joint Stock Credit Institution:

The consolidated shareholders' meeting must ensure that the minimum number of shareholders representing at least three-quarters (3/4) of the share capital of each Joint Stock Credit Institution requesting consolidation is present.

The content of the consolidated shareholders' meeting must comply with the regulations of the State Bank of Vietnam on organizing the founding shareholders' meeting, but it must include approval of:

Resolutions on the acceptance of consolidation and the allocation of responsibilities and benefits among the parties involved and individuals (if any); approval of the name, plan, and charter;

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

Resolutions on electing members of the Board of Directors and Supervisors; - Resolutions on establishing Branches and Transaction Rooms at the headquarters location of the Joint Stock Credit Institution requesting consolidation (if necessary);

Resolutions on other necessary issues.

The resolutions of the consolidated shareholders' meeting only have legal validity when at least three-quarters of the shareholders representing the share capital of the participating shareholders agree.

The procedures and documents for submitting to the Governor of the State Bank of Vietnam to issue a decision to revoke the operating license of the Joint Stock Credit Institution requesting consolidation shall be carried out according to the provisions for consolidating Joint Stock Credit Institutions as stipulated in Clause a, Article 2, Paragraph 9 of this Regulation. The procedures and documents for issuing an operating license to the consolidated Joint Stock Credit Institution shall be implemented in accordance with the Regulations on Issuing Operating Licenses for Credit Institutions in Vietnam issued by Decision 05/NH-QĐ dated January 7, 1991 of the Governor of the State Bank of Vietnam.

PART III: PURCHASE BACK

Article 14. Conditions for being allowed to implement purchase back

Having a feasible purchase back plan;

The shareholders' meeting of the Joint Stock Credit Institution to be purchased back must unanimously approve; the purchasing Credit Institution must commit to bear responsibility for resolving the rights and obligations of the Joint Stock Credit Institution to be purchased back;

Approved by the People's Committee of the province/city;

Requested by the Branch of the State Bank in the province/city concerned;

Article 15. Responsibilities of Joint Stock Credit Institutions to be purchased back.

Holding a shareholders' meeting to consider and decide on selling back to another Credit Institution;

Providing full and truthful information about the entire organizational structure and operations from the date of issuance of the operating license to the date of application for purchase back agreement so that the purchasing Credit Institution can review and decide;

Cooperating with the purchasing Credit Institution to develop a purchase back plan;

During the purchase back period, members of the Board of Directors, Supervisors, and General Director must still be responsible for all activities and must ensure absolute safety of assets of the Joint Stock Credit Institution until the purchase back decision takes effect. Strictly prohibit any form of asset distribution;

After being purchased back, 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.

Article 16. Responsibilities of the purchasing Credit Institution.

After receiving the Governor of the State Bank of Vietnam's principle approval for purchase back, it has the responsibility to appoint personnel to supervise the operations of the Joint Stock Credit Institution to be purchased back, review its entire activities and documents, and proceed with the purchase back;

Upon receiving the decision to purchase back, the purchasing Credit Institution will take over all activities transferred by the Joint Stock Credit Institution to be purchased back and handle matters related to the termination of operations of the Joint Stock Credit Institution to be purchased back.

The purchasing Credit Institution has rights, obligations, and bears responsibility for all matters related to the Joint Stock Credit Institution to be purchased back, strictly implementing the approved purchase back plan.

Article 17. Procedures and formalities.

Requesting principle approval for purchase back.

After the Joint Stock Credit Institution to be purchased back receives unanimous approval from the shareholders' meeting for sale back, it must contact other Credit Institutions to discuss purchase back solutions.

After identifying the actual situation of the Joint Stock Credit Institution to be purchased back, the purchasing Credit Institution will negotiate the purchase price based on the level of loss and own capital of the Joint Stock Credit Institution to be purchased back. Actively cooperate with the Joint Stock Credit Institution to be purchased back to develop a purchase back plan. The purchase back plan must reflect the organizational and operational status of the relevant Credit Institutions; the necessity of the purchase back; measures and methods of implementation, expected time frame for the purchase back; responsibilities and benefits of the parties involved in the purchase back; measures to address existing issues; other necessary issues.

The Joint Stock Credit Institution to be purchased back prepares documents to request approval from the People's Committee of the province/city and the State Bank of Vietnam branch in the area for guidance on implementation.

The purchasing Credit Institution organizes a shareholders' meeting (for Joint Stock Credit Institutions) or the Board of Directors (for other types of Credit Institutions) to approve the purchase back plan. Content:

Reviewing the Board of Directors' report on the organizational structure, operations, finances, shareholders, shares, stocks, and other issues of the Joint Stock Credit Institution to be purchased back;

Approving the purchase back plan;

Deciding to purchase back another Joint Stock Credit Institution;

Decide on other related matters;

d. After reaching consensus on issues related to the purchase back, the purchasing Credit Institution actively cooperates with the Joint Stock Credit Institution to be purchased back to prepare documents to request the Governor of the State Bank of Vietnam's principle approval for purchase back.

Requesting the State Bank of Vietnam to issue a purchase back decision:

After the Governor of the State Bank of Vietnam issues a document approving the principle for purchase back, the purchasing Credit Institution must organize the implementation of the purchase back according to the provisions of Clause 1, Article 16 of this Regulation. When the purchase back is basically ready, the purchasing Credit Institution actively cooperates with the Joint Stock Credit Institution to be purchased back to prepare documents to request the Governor of the State Bank of Vietnam to issue a decision to revoke the operating license of the Joint Stock Credit Institution to be purchased back;

The purchasing Credit Institution implements further procedures to terminate the operations of the Joint Stock Credit Institution to be purchased back, registers and publishes the succession of rights and obligations of the Joint Stock Credit Institution to be purchased back.

Article 18. Files.

For the Joint Stock Credit Institution to be purchased back: the documents for requesting principle approval for purchase back and requesting issuance of a purchase back decision are carried out similarly to the case of consolidation.

Regarding Credit Institutions purchasing:

Application for approval of the principle of purchase:

The Chairman's report requesting approval of the principle of purchase.

Minutes, Resolution of the Shareholders' Meeting (for Joint Stock Credit Institutions) or Resolution of the Board of Directors (for other Credit Institutions);

Financial statements up to the most recent date audited (except in cases where it cannot be carried out or all related Credit Institutions have voted to approve the entire financial status);

Purchase plan;

Documents of the Joint Stock Credit Institution being purchased.

Application for decision on purchase:

The Chairman's report proposing to purchase another Joint Stock Credit Institution and committing to take full responsibility for receiving and handling all rights, obligations, and responsibilities of the Joint Stock Credit Institution being purchased after the purchase; implementing and executing the approved project;

Related documents of the purchasing Credit Institutions, implementation plans for the purchase;

Minutes of the Board of Directors meeting addressing issues related to the purchase;

Other documents as required by the State Bank.

Chapter III. IMPLEMENTATION ORGANIZATION

Article 19. Responsibilities of Joint Stock Credit Institutions.

Joint Stock Credit Institutions mentioned in Clause 1, Article 3 shall implement procedures, formalities, and documents according to the provisions of this Regulation.

Joint Stock Credit Institutions mentioned in Clause 2, Article 3 shall be responsible for developing consolidation and restructuring plans to submit to the People's Committee of the province/city and the Governor 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, acquisitions, and purchases.

For Joint Stock Credit Institutions processed under special circumstances:

If Joint Stock Credit Institutions mentioned in Clause 2, Article 3 cannot voluntarily implement and are at risk of collapse, the State Bank will decide to revoke their operating licenses (Joint Stock Credit Institutions must dissolve if they can fully pay off debts or declare bankruptcy according to the law) or force them to merge, consolidate, or sell and designate another Credit Institution to purchase. Special processing will be carried out when there is a proposal from the People's Committee of the relevant province/city and it is approved by the Government.

Responsibilities of Joint Stock Credit Institutions processed compulsorily:

When the State Bank announces the opinion on compulsory processing, the Board of Directors, Supervisors, and General Manager are responsible for preparing related work for handover, strictly managing all activities and assets, coordinating with the designated Credit Institution to transfer all operations;

Follow the regulations on procedures and documents stipulated in this regulation. Specifically, the Board of Directors must immediately convene a Shareholders' Meeting upon request from the State Bank to inform shareholders about the current situation of the Credit Institution; financial responsibilities and actual share capital, decisions of state management agencies regarding the processing of the Credit Institution.

Upon receiving a decision from the State Bank, organize the immediate handover of all organizational and operational matters to the designated Credit Institution to continue processing. Any actions causing difficulties, hindrances leading to economic and social instability and system safety, individuals involved must bear full legal responsibility.

Responsibilities of the designated Credit Institution:

Appoint personnel to participate in the special supervision team of the State Bank to immediately supervise all activities of the compulsorily processed Joint Stock Credit Institution upon the Governor's decision, organize the development of specific plans to handle joint stock capital, assets, and losses of the compulsorily processed Joint Stock Credit Institution; organize debt recovery and payment to creditors.

After the State Bank's decision on merger, consolidation, or purchase, the designated Credit Institution is responsible for immediately managing all activities to address issues related to the compulsorily processed Joint Stock Credit Institution. Accounting related to the compulsorily processed Joint Stock Credit Institution will be separately tracked according to the State Bank's regulations.

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

Responsible for reviewing and evaluating the situation and actual conditions of Joint Stock Credit Institutions in the area to propose opinions for handling and submit solutions for each Joint Stock Credit Institution mentioned in Clause 2, Article 3 of this Regulation to the People's Committee of the province/city and the Governor of the State Bank.

Guide Joint Stock Credit Institutions to implement mergers, consolidations, and purchases in accordance with the provisions of this Regulation.

Within a maximum period of 15 days from receipt of the documents specified in Articles 9, 13, and 18 of this Regulation, the Director of the State Bank Branch is responsible for reviewing and submitting to the Governor of the State Bank.

The Director's report of the State Bank Branch must clearly report the actual situation of the Joint Stock Credit Institution, reasons for merger, consolidation, and purchase; feasibility, prospects, and ability to overcome existing problems of the Joint Stock Credit Institution, opinions of the Branch.

After the Joint Stock Credit Institution organizes a Shareholders' Meeting to decide on merger, consolidation, and purchase, assign staff to guide the Joint Stock Credit Institution in handover, handling related issues, and implementing the plan.

The State Bank Branch where the Joint Stock Credit Institution is merged, consolidated, or purchased has the responsibility to coordinate with the State Bank Branch of the relevant province/city (if different areas) to process (if other Joint Stock Credit Institutions are in different areas).

For the State Bank Branch where the main office of the merged, consolidated, or purchased Credit Institution is located, it has the responsibility to act as the lead to coordinate with other State Bank Branches of the province/city (if different areas) to urge Joint Stock Credit Institutions to complete the documents; The review period and submission to the Governor of the State Bank starts from the date of receipt of the final set of documents of the related Joint Stock Credit Institutions.

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

On the basis of reports and proposals from the Branch of the State Bank of Vietnam, the State Bank Inspectorate is responsible for evaluating the current situation and proposing measures to address each Joint Stock Credit Institution as specified in Article 3 of this Regulation.

Department of Financial Institutions:

Guide the implementation of the Regulation;

Coordinate with the State Bank Inspectorate to propose specific solutions for each Joint Stock Credit Institution; direct and supervise the merger, consolidation, and acquisition process.

Within no more than thirty days from the date of receiving all necessary documents for approval of the principle of merger, consolidation, or acquisition, it is responsible for reviewing and submitting to the Governor of the State Bank of Vietnam for consideration and decision.

Within no more than thirty days from the date of receiving all necessary documents requesting a decision on merger, consolidation, or acquisition, it is 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 State Bank, based on their functions and responsibilities, are responsible for guiding the resolution of issues related to the merger, consolidation, and acquisition of Joint Stock Credit Institutions./.