Circular No. 25/2017/TT-NHNN on the dossier, procedures, and formalities for approving changes of non-bank credit institutions

CIRCULAR

Regulations on the dossier, procedure, and process for approving changes

of non-bank credit institutions

Based on the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions dated November 20, 2017;

Based on the Enterprise Law dated November 26, 2014;

Pursuant to Government Decree No. 16/2017/NĐ-CP dated February 17, 2017 on the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of Banking Inspection and Supervision;

The Governor of the State Bank of Vietnam issues this Circular stipulating the dossier, procedure, and process for approving changes of non-bank credit institutions.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates the dossier, procedure, and process for approving changes and amending, supplementing the License of non-bank credit institutions, including:

a) Name and location of the main office;

b) Duration of operation;

c) Registered capital;

d) Purchase, transfer of ownership shares by owners; purchase, transfer of capital contribution shares by shareholders; purchase, transfer of large shareholder stocks leading to large shareholders becoming ordinary shareholders and vice versa (except for cases provided for in Clause 3 of this Article);

đ) Suspension of business operations for five working days or more, except in cases of suspension due to force majeure events;

e) Amendments and supplements to the license of non-bank credit institutions outside the cases specified in points a, b, c, and d of this Clause.

2. The dossier, procedure, and process for approving changes and amendments to the scope of activities of non-bank credit institutions; the dossier, procedure, and process for approving changes in branch headquarters location; listing shares on foreign securities markets of non-bank credit institutions shall be carried out according to specific guidelines of the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant laws.

3. The dossier, procedure, and process for approving the purchase, transfer of shares, capital contributions leading to a change in the legal form of non-bank credit institutions shall be carried out according to specific guidelines of the State Bank and relevant laws.

Article 2. Applicability

1. Non-bank credit institutions include finance companies and financial leasing companies.

2. Organizations and individuals related to the dossier, procedure, and process for approving changes and amendments to the License of non-bank credit institutions as stipulated in this Circular.

Article 3. Explanation of Terms

In this Circular, the competent authority deciding refers to the authority deciding the changes stipulated in Clause 1 of Article 1 of this Circular according to the Charter of non-bank credit institutions and in accordance with the provisions of the Law on Credit Institutions (amended and supplemented) and relevant laws.

Article 4. Principles for compiling dossiers

1. The dossier must be compiled into one set in Vietnamese. Foreign language dossiers must be legalized by consular authentication, except for documents and materials exempted from consular authentication according to the provisions of the law on consular certification and legalization and notarized translation into Vietnamese.

2. In cases where the documents are copies that are not certified true copies issued from original books, they must be accompanied by the original for comparison, the person comparing must sign confirmation on the copy and bear responsibility for the accuracy of the copy compared to the original.

Chapter II
Dossier, PROCEDURE, AND PROCESS FOR APPROVING CHANGES AND AMENDMENTS, SUPPLEMENTATION OF LICENSES OF NON-BANK CREDIT INSTITUTIONS
AMENDMENTS AND SUPPLEMENTS TO THE LICENSE OF NON-BANK CREDIT INSTITUTIONS
||| AMENDMENTS AND SUPPLEMENTS TO THE LICENSE OF NON-BANK CREDIT ORGANIZATIONS

Article 5. Change of Name

1. Application documents include:

a) A request for approval to change the name signed by the authorized representative of the non-bank credit institution, which must at least include the following contents: Current name; proposed name ensuring compliance with relevant legal regulations on naming; reasons for the change;

b) Document from the competent authority deciding on the approval of the name change.

2. Approval procedures:

a) The non-bank credit institution sends the dossier prescribed in Clause 1 of this Article by post or submits it directly to the State Bank. If the dossier is incomplete or invalid, within ten working days from the date of receipt of the dossier, the State Bank will issue a document requesting the non-bank credit institution to supplement the dossier.

b) Within ten working days from the date of receiving a complete and valid dossier, the Banking Inspection and Supervision Department will submit to the Governor for examination and decision to amend and supplement the License regarding the change of name of the non-bank credit institution;

c) Within twenty days from the date of receiving a complete and valid dossier, the State Bank will issue a decision to amend and supplement the License regarding the change of name of the non-bank credit institution. In case of refusal, the State Bank will reply in writing and specify the reasons.

Article 6. Change of Head Office Location

1. Application documents include:

a) A request for approval to change the main office location signed by the authorized representative of the non-bank credit institution, which must at least include the following contents: Current location; proposed new location ensuring compliance with legal requirements for the main office; reasons for the change; plan for installing equipment at the new location; plan for moving the main office to ensure continuity in operations;

b) Document from the competent authority deciding to approve the change in the location of the main office;

c) Documents proving that the non-bank credit institution has the right to use or legally own the office at the new location according to relevant laws;

2. Procedure and process for approving changes in the same province or centrally-administered city where the non-bank credit institution's main office is located:

a) The non-bank credit institution sends the dossier prescribed in Clause 1 of this Article by post or submits it directly to the State Bank. If the dossier is incomplete or invalid, within ten working days from the date of receipt of the dossier, the State Bank will issue a document requesting the non-bank credit institution to supplement the dossier;

b) Within ten working days from the date of receiving a complete and valid dossier, the Banking Inspection and Supervision Department will submit to the Governor for examination and decision to amend and supplement the License regarding the change of main office location of the non-bank credit institution;

c) Within twenty days from the date of receiving a complete and valid dossier, the State Bank will issue a decision to amend and supplement the License regarding the change of main office location of the non-bank credit institution as stipulated in this clause. In case of refusal, the State Bank will reply in writing and specify the reasons.

3. Procedure and process for approving changes in the main office location outside the province or centrally-administered city where the non-bank credit institution's main office is located:

a) The non-bank credit institution sends the dossier prescribed in Clause 1 of this Article by post or submits it directly to the State Bank. If the dossier is incomplete or invalid, within ten working days from the date of receipt of the dossier, the State Bank will issue a document requesting the non-bank credit institution to supplement the dossier;

b) Within ten working days from the date of receiving a complete and valid dossier, the Banking Inspection and Supervision Department will review the dossier and send a document seeking opinions or the Governor will send a document seeking opinions:

(i) The State Bank branch in the province or centrally governed city where the non-bank credit organization has its main office and the State Bank branch in the province or centrally governed city to which the non-bank credit organization requests to move regarding the change of the location of its main office, the impact of such change on the operation of the credit organization system in the area; proposals and recommendations (if any);

(ii) The People's Committee of the province or centrally governed city where the non-bank credit organization has its main office and the People's Committee of the province or centrally governed city to which the non-bank credit organization requests to move regarding the change of the location of its main office, the impact of such change on political, economic, and social stability in the area; proposals and recommendations (if any);

c) Within ten working days from the date of receipt of the request from the Banking Inspection and Supervision Authority, the relevant agencies and units shall provide their opinions based on their functions and tasks and submit written comments to the Banking Inspection and Supervision Authority;

d) Within fifteen days from the expiration of the period for providing opinions as stipulated in point c of this clause, the Banking Inspection and Supervision Authority shall compile and submit to the Governor for consideration and decision to amend and supplement the License with respect to the change of the location of the main office of the non-bank credit organization;

đ) Within forty-five days from the date of receiving complete valid documents, the State Bank shall issue a decision to amend and supplement the License with respect to the change of the location of the main office of the non-bank credit organization as provided in this clause. In case of refusal, the State Bank shall reply in writing and specify the reasons.

4. Within fifteen days prior to commencing operations at the new location, the non-bank credit organization shall submit a report in writing to the Banking Inspection and Supervision Department or the State Bank branch in the province or centrally governed city where the non-bank credit organization has its new main office if there is no Banking Inspection and Supervision Department regarding the expected start date of operations at the new location and compliance with all legal requirements for the main office.

5. Within twelve months from the date the State Bank issues a decision to amend and supplement the License for the change of the location of the main office, the non-bank credit organization must commence operations at the new location. If it fails to do so beyond this period, the decision to amend and supplement the License for the change of the location of the main office of the non-bank credit organization shall automatically become invalid.

6. In cases of changing the address of the main office (without resulting in a change of the location of the main office), the non-bank credit organization shall send a notification of the change of the address of the main office and a request to amend and supplement the License for the change of the address of the main office via postal service or directly to the State Bank.

Within ten working days from the date of receipt of the request from the non-bank credit organization, the Banking Inspection and Supervision Authority shall submit to the Governor for consideration and decision to amend and supplement the License with respect to the change of the address of the main office of the non-bank credit organization as provided in this clause.

Within twenty days from the date of receipt of the request from the non-bank credit organization, the State Bank shall issue a decision to amend and supplement the License with respect to the change of the address of the main office of the non-bank credit organization as provided in this clause.

Article 7. Changing the Operating Period

1. Application documents include:

a) The request for approval to change the operating period shall be signed by the legitimate representative of the non-bank financial institution, including at least the following contents: current operating period; proposed changed operating period, ensuring compliance with the operating period of the non-bank financial institution as prescribed by law; reasons for changing the operating period;

b) Report on the organizational structure and activities of the non-bank credit institution, including:

(i) Objectives and strategies from establishment to the time of submitting the application; evaluation of the effectiveness of implementing this strategy for the non-bank financial institution and the Vietnamese economy in general;

(ii) Evaluation of performance over the five consecutive years immediately preceding the year of submitting the application, including key performance indicators (capital structure, capital utilization, and business results); organization and operation of the management, executive, internal audit, and internal control systems;

(iii) Proposed objectives, strategies, and business plans for the next three years;

c) Document issued by the competent authority approving the change in the term of operation;

d) In cases where the change in the operating period is not an extension of the operating period, the non-bank financial institution shall submit the documents specified in points a, b, and c of this clause and evidence proving the necessity of changing the operating period.

2. Approval procedures:

a) The non-bank financial institution shall send the documents specified in Article 1 of this Decree via postal service or directly to the State Bank of Vietnam (in cases requiring an extension of the operating period, the non-bank financial institution must submit the documents at least 180 days before the end of the operating period). If the submitted documents are incomplete or invalid, within ten working days from the date of receipt, the State Bank of Vietnam shall issue a document requesting the non-bank financial institution to supplement the documents;

b) Within ten working days from the date of receiving complete and valid documents, the Banking Inspection and Supervision Authority shall review the documents and issue a document seeking opinions from the State Bank of Vietnam branch where the main office of the non-bank financial institution is located, for provinces and cities without a Banking Inspection and Supervision Bureau;

c) Within ten working days from the date of receiving the document requesting opinions from the Banking Inspection and Supervision Authority, the State Bank of Vietnam branch specified in point b of this clause shall issue a document participating in the opinions on the requested contents and send it to the Banking Inspection and Supervision Authority;

d) Within fifteen days from the date of expiration of the opinion submission period, the Banking Inspection and Supervision Authority shall compile and submit to the Governor for consideration and decision to amend and supplement the License regarding the change in the operating period of the non-bank financial institution;

đ) Within forty-five days from the date of receiving complete and valid documents, the State Bank of Vietnam shall issue a decision to amend and supplement the License regarding the change in the operating period of the non-bank financial institution. In case of rejection, the State Bank of Vietnam shall reply in writing and specify the reasons;

Article 8. Increasing the Registered Capital of Limited Liability Non-Bank Financial Institutions

1. Application documents include:

a) The request for approval to increase the registered capital and to amend and supplement the License for increasing the registered capital shall be signed by the legitimate representative of the non-bank financial institution;

b) Document issued by the competent authority approving the plan to increase registered capital of the non-bank credit institution, which must include at least the following contents:

(i) Reasons and necessity for increasing registered capital;

(ii) Current level of registered capital, proposed additional registered capital;

(iii) Planned stages of increasing registered capital during the year, sources of funds for increasing registered capital;

(iv) Estimated time to complete the increase in registered capital;

(v) Projected balance sheet and income statement for the three consecutive years following the increase in registered capital; projected plan for using the additional registered capital in business operations;

(vi) Capability to manage, operate, and control risks with the new scale of registered capital;

c) The audited annual financial report of the non-bank financial institution for the year immediately preceding the year of applying to increase the registered capital, conducted by an independent auditing organization as prescribed by law. In cases where the audited financial report is not available at the time of submitting the application, the un-audited financial report shall be submitted and the audited financial report must be submitted immediately upon issuance of the audit report by the auditing organization and the non-bank financial institution shall bear responsibility for the content of the submitted financial report;

d) For cases where the increase in registered capital is due to contributions from shareholders or members contributing additional capital, in addition to the documents specified in points a, b, and c of this clause, the non-bank credit institution shall supplement the following documents:

(i) Commitment to use legitimate funds from shareholders or members contributing additional capital;

(ii) A confirmation letter from the Stock Exchange of the State Bank of Vietnam or the State Bank of Vietnam branch where the main office of the non-bank financial institution is located regarding the additional registered capital deposited into the frozen account;

(iii) The audited annual financial reports of shareholders and contributing members for the five consecutive years immediately preceding the year of applying to increase the registered capital, conducted by an independent auditing organization as prescribed by law. In cases where the audited financial report is not available at the time of submitting the application, the un-audited financial report shall be submitted and the audited financial report must be submitted immediately upon issuance of the audit report by the auditing organization and the non-bank financial institution shall bear responsibility for the content of the submitted financial report;

đ) In cases where the increase in registered capital is due to new contributing members, in addition to the documents specified in points a, b, c, and d(i), d(ii) of this clause, the non-bank financial institution shall supplement the documents of the new contributing member as required for the founding members establishing the non-bank financial institution according to the regulations of the State Bank of Vietnam on issuing Licenses, organization, and operation of the non-bank financial institution;

2. Approval procedures:

a) The non-bank credit institution sends the dossier prescribed in Clause 1 of this Article by post or submits it directly to the State Bank. If the dossier is incomplete or invalid, within ten working days from the date of receipt of the dossier, the State Bank will issue a document requesting the non-bank credit institution to supplement the dossier;

b) Within thirty days from the date of receiving complete and valid documents, the Banking Inspection and Supervision Authority shall submit to the Governor for consideration and decision to amend and supplement the License regarding the increase in the registered capital of the non-bank financial institution;

c) Within forty-five days from the date of receiving complete and valid documents, the State Bank of Vietnam shall issue a decision to amend and supplement the License regarding the increase in the registered capital of the non-bank financial institution. In case of rejection, the State Bank of Vietnam shall reply in writing and specify the reasons;

Article 9. Increasing the Registered Capital of Joint Stock Non-Bank Financial Institutions

1. The documents for requesting approval to increase the registered capital from convertible bonds, supplementary reserve funds, surplus capital funds, retained earnings, and other funds as prescribed by law of the non-bank financial institution include the following documents:

a) The request for approval to increase the registered capital and to amend and supplement the License for increasing the registered capital shall be signed by the legitimate representative of the non-bank financial institution;

b) The document of the competent authority deciding to approve the plan to increase the registered capital of the non-bank financial institution;

c) The plan to increase the registered capital, which must include at least the following contents:

(i) Reasons and necessity for increasing registered capital;

(ii) Current level of registered capital, proposed additional registered capital;

(iii) The planned increases in registered capital throughout the year, sources of funds for increasing the registered capital; information about the planned issuances throughout the year; issuance plans for each round. In cases where the increase in registered capital is from converting convertible bonds into ordinary shares, the plan to increase the registered capital must include the following contents:

- Total value of issued convertible bonds, issuance tranches, bond term, conversion ratio of convertible bonds into ordinary shares, conversion plan of convertible bonds into ordinary shares;

- Total value of convertible bonds converted into ordinary shares, total value of convertible bonds proposed to be converted, conversion ratio of convertible bonds into ordinary shares, conversion time;

(iv) Estimated time to complete the increase in registered capital;

(v) Projected balance sheet and income statement for the next year after increasing charter capital; projected plan for using additional charter capital in business operations;

(vi) Management, operation, and risk control capability with respect to the new level of charter capital;

d) Financial report of the non-bank financial institution for the most recent year preceding the year in which it requests an increase in charter capital, audited by an independent auditing organization in accordance with the provisions of the law.. In cases where the audited financial report has not been available at the time of submitting the application, submit the un-audited financial report and must submit the audited financial report immediately upon issuance by the auditing organization and shall be responsible for the contents of the submitted financial report.

(i) For individuals: Name, identification number of identity card or citizen identification card or passport number or other lawful personal identification documents, date of issue, place of issue;

(ii) For organizations: Name of the organization, main office address, registration number of business license or certificate of enterprise registration or equivalent document, date of issue, place of issue; name, title of the legal representative of the organization, identification number of identity card or citizen identification card or passport number or other lawful personal identification documents of the legal representative, date of issue, place of issue;

(iii) Number of shares and shareholding ratio compared to the current voting share capital and to the current charter capital and projected charter capital after the non-bank financial institution increases its charter capital (including the number of ordinary shares and preferred shares);

e) Report on the total amount of shareholding of foreign investors (individuals, foreign organizations) currently and projected after the non-bank financial institution increases its charter capital.

2. Application for approval to increase charter capital in addition to the cases stipulated in Clause 1 of this Article of non-bank financial institutions, the following documents are required:

a) The documents specified in points b, c, d, đ, e of Clause 1 of this Article;

b) A request for approval to increase charter capital and to amend and supplement the Business License for the purpose of increasing charter capital signed by the legal representative of the non-bank financial institution, which must include a commitment to have notified shareholders and investors about the rights and obligations of shareholders as prescribed in the Law on Credit Institutions (as amended and supplemented), including the obligation to bear legal responsibility for the legality of the source of funds used to purchase or receive transferred shares in the non-bank financial institution; not to use credit funds provided by credit institutions, branches of foreign banks to purchase or receive transferred shares of the non-bank financial institution; not to purchase shares of the non-bank financial institution under the name of another individual or legal entity in any form, except in cases of agency as prescribed by law;

c) Declaration form of related parties of individuals and organizations expected to be major shareholders according to the model attached to this Circular;

d) A declaration of tax payments made by individuals and organizations expected to become major shareholders in the most recent year up to the submission deadline, accompanied by the income tax return filed with the tax authority in accordance with the provisions of the law;

đ) Report on the loan balance of organizations and individuals expected to become major shareholders of the non-bank financial institution, major shareholders, members of the Board of Directors, members of the Supervisory Board, General Director (Director) participating in purchasing or receiving transferred shares to increase the charter capital of the non-bank financial institution, including at least the following information: name of the non-bank financial institution, branch of a foreign bank providing credit, loan classification and purpose of credit;

e) Business license or certificate of enterprise registration or equivalent document of the organization expected to become a major shareholder;

g) Financial report of the organization expected to become a major shareholder for the most recent year preceding the year in which it requests an increase in charter capital, audited by an independent auditing organization in accordance with the provisions of the law. In cases where the audited financial report has not been available at the time of submitting the application, submit the un-audited financial report and must submit the audited financial report immediately upon issuance by the auditing organization and shall be responsible for the contents of the submitted financial report.

3. After completing the charter capital increase, the non-bank financial institution shall submit to the State Bank documents proving completion of the charter capital increase, including:

a) Report on the shareholder structure after the non-bank financial institution increases its charter capital, including the contents specified in point đ of Clause 1 of this Article;

b) In cases of increasing charter capital as prescribed in Clause 1 of this Article, the non-bank financial institution must submit a document from the State Securities Commission regarding the issuance of shares;

c) In cases of increasing charter capital as prescribed in Clause 2 of this Article, the non-bank financial institution must submit a document from the State Securities Commission regarding the offering of securities; report on the results of the securities offering; confirmation letter from the bank where the escrow account is opened regarding the amount received from the securities offering.

4. Procedure and formalities for approval:

a) The non-bank financial institution sends by mail or submits directly to the State Bank the application as prescribed in Clauses 1 and 2 of this Article. In cases where the application is incomplete or invalid, within 10 working days from the date of receipt of the application, the State Bank will issue a document requesting the non-bank financial institution to supplement the application;

b) Within 30 days from the date of receipt of complete and valid applications, the Banking Inspection and Supervision Authority will submit to the Governor for consideration and decision to approve or disapprove the application of the non-bank financial institution;

c) Within 45 days from the date of receipt of complete and valid applications, the State Bank will issue a document approving or disapproving the application of the non-bank financial institution. In cases of disapproval, the State Bank will respond in writing and specify the reasons.

d) The approval document for increasing the registered capital becomes effective within twelve months from the date of signing. In case the increase in registered capital has not been completed within the permitted period, if the competent authority of the non-bank credit institution approves the change in the plan to increase the registered capital that has been approved by the State Bank, the approval document for increasing the registered capital will automatically become invalid;

đ) Within ten working days from the completion date of the increase in registered capital, the non-bank credit institution shall send the file specified in Clause 3 of this Article to the State Bank via postal service or submit it directly at the State Bank;

e) Within twenty days from the date of receiving all valid files, the State Bank shall issue a decision to amend and supplement the License regarding the increase in the registered capital of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and specify the reasons;

Article 10. Purchase and Sale, Transfer of Share Capital of Owners, Shareholders

1. The application file for approval of purchase, sale, transfer of share capital contributions to the buyer and transferee who are current shareholders of the non-bank credit institution shall include the following documents:

a) A request document for approval of purchase and sale, transfer of share capital signed by the legitimate representative of the non-bank credit institution, specifying the name, main office address of the seller, buyer, transferor, and transferee; the ratio of share capital transfer; ownership ratio and value of share capital of shareholders before and after the purchase and sale, transfer of share capital; the expected time to implement the purchase and sale, transfer; reasons for purchase and sale, transfer;

b) Document of the competent authority of the seller, transferor, buyer, and transferee approving the purchase, sale, transfer of share capital contributions;

c) Request document for purchasing, accepting the transfer of share capital contributions signed by the authorized representative of the buyer and transferee;

d) Agreement and commitment document for the purchase, sale, transfer of share capital contributions between the seller, transferor and the buyer, transferee;

đ) Commitment to use legitimate funds of the buyer and transferee to purchase, accept the transfer of share capital contributions of the non-bank credit institution;

e) The financial report of the non-bank credit institution for the year immediately preceding the year of requesting purchase and sale, transfer of share capital, audited by an independent auditing organization according to the law. In case there is no audited financial report at the time of submitting the application file, then submit the un-audited financial report and must submit the audited financial report immediately after the auditing organization issues the audit report and must be responsible for the content of the submitted financial report;

g) The financial report of the buyer, transferee for the year immediately preceding the year of requesting purchase and sale, transfer of share capital, audited by an independent auditing organization according to the law. In case there is no audited financial report at the time of submitting the application file, then submit the un-audited financial report and must submit the audited financial report immediately after the auditing organization issues the audit report and must be responsible for the content of the submitted financial report;

2. The application file for approval of purchase, sale, transfer of share capital contributions to the new shareholder shall include:

a) The files stipulated in points a, b, c, d, đ, e of Clause 1 of this Article;

b) The file of new shareholders of the non-bank credit institution as the file for founding shareholders establishing a non-bank credit institution according to the State Bank's regulations on issuing Licenses, organizational structure, and operation of non-bank credit institutions;

3. The application file for approval of purchase, sale, transfer of share capital contributions to the new owner shall include:

a) The files stipulated in points a, c, d, đ, e of Clause 1 of this Article;

b) Document of the competent authority of the seller, transferor, buyer, and transferee approving the content of the purchase, sale, transfer plan of share capital contributions;

(i) Name, address, and website (if available) of the non-bank credit institution;

(ii) Information of the seller, transferor, buyer, transferee: Name of the organization, main office address, business registration certificate number or enterprise registration certificate number or equivalent document, issuance date, issuing authority; full name of the legitimate representative of the organization, identity card number or citizen identification card number or passport number or other legally recognized personal identification document number of the legitimate representative, issuance date, issuing authority;

(iii) Reasons for purchase, sale, transfer of share capital contributions;

(iv) Summary of financial status and operating results, compliance with safety ratios in the operation of the non-bank credit institution in the year immediately preceding the year of filing and at the time of requesting purchase and sale, transfer of share capital;

(v) Rights and obligations of the seller, transferor, buyer, transferee and related organizations and individuals (if any);

(vi) Transfer price, payment term and method; deadline for transferring the non-bank credit institution to the new owner;

(vii) Responsibilities of the seller, transferor and buyer, transferee for costs incurred during the transfer process;

(viii) Plans for handling situations where a party unilaterally cancels the purchase, sale, transfer agreement;

(ix) Anticipations about organizational structure, personnel, network operations, and other issues related to the organization and operation of the non-bank credit institution after the purchase, sale, transfer of share capital contributions;

(x) Expected business plan for the first three years of the non-bank credit institution after purchase and sale, transfer, including at least the following contents: Market analysis, strategy, objectives, and business plans; projected financial reports for each year (balance sheet; income statement, cash flow statement); operational limits, safety ratios in operations; performance indicators and explanation of the ability to achieve financial targets in each year;

(xi) Measures for transitioning and integrating management information systems, internal control systems, internal audit systems, data transmission systems to ensure smooth operation before and after purchase and sale, transfer;

d) The file of the new owner of the non-bank credit institution as the file for the owner establishing a non-bank credit institution according to the State Bank's regulations on issuing Licenses, organizational structure, and operation of non-bank credit institutions;

4. Procedure and formalities for approval:

a) The non-bank credit institution shall send the file specified in Clause 1, Clause 2, Clause 3 of this Article via postal service or submit it directly to the State Bank. In case the file is incomplete or invalid, within ten working days from the date of receipt of the file, the State Bank shall issue a document requesting the non-bank credit institution to supplement the file;

b) Within ten working days from the date of receiving all valid files, the Banking Inspection and Supervision Authority shall review the file, send a document to seek opinions from related units on the request of the non-bank credit institution, impact of the purchase and sale, transfer of share capital on the operation of the non-bank credit institution, proposals, recommendations (if any);

c) Within ten working days from the date of receiving the request document from the Banking Inspection and Supervision Authority, related units shall base on their functions and tasks to issue a document participating in the opinion on the requested content and send it to the Banking Inspection and Supervision Authority;

d) Within fifteen days from the expiration date of participation in the opinion as stipulated in point c of this clause, the Banking Inspection and Supervision Authority shall compile and submit to the Governor for consideration and decision to issue a document approving or not approving the request of the non-bank credit institution;

đ) Within forty-five days from the date of receiving all valid files, the State Bank shall issue a document approving or not approving the request of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and specify the reasons;

e) Within three months from the date the State Bank issues its approval document, the parties involved in the purchase and transfer must complete the purchase and transfer of the share capital contribution. If the parties fail to carry out the purchase and transfer within this period, the State Bank's approval document will automatically become invalid.

g) Within five working days from the completion of the purchase and transfer of the share capital contribution, the non-bank credit institution must submit to the State Bank a report on the results of the purchase and transfer of the share capital contribution, including a list and the proportion of the contributing members before and after the purchase and transfer, along with evidence proving the completion of the purchase and transfer.

5. For non-bank credit institutions under special supervision that implement the transfer of the entire share capital contribution according to the approved plan by the Prime Minister, after completing the transfer of the entire share capital contribution, the non-bank credit institution must submit to the State Bank a report on the results of the transfer of the share capital contribution, including a list and the proportion of the contributing members before and after the transfer, along with evidence proving the completion of the transfer of the entire share capital contribution.

6. In cases where the purchase and transfer of the share capital contribution leads to the need to amend or supplement the License related to the operating term, ownership, or contributing members, the amendment or supplementation of the License shall be carried out in accordance with the following provisions:

a) The non-bank credit institution sends by post or submits directly to the State Bank:

(i) A request for amendment or supplementation of the License and supporting documents proving the completion of the purchase and transfer of the share capital contribution as stipulated in point g, Clause 4 or Clause 5 of this Article;

(ii) In cases where the change in the operating term is due to a change in ownership, in addition to the documents specified in point a(i) of this clause, the non-bank credit institution must also provide a document regarding the operating term of the new owner.

b) Within twenty days from the date of receiving all valid documents, the State Bank shall issue a decision to amend or supplement the License based on the request of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and specify the reasons.

Article 11. Purchase and Transfer of Shares of Major Shareholders; Purchase and Transfer of Shares Leading to a Major Shareholder Becoming a Regular Shareholder and Vice Versa

1. Documents requesting approval for the purchase and transfer of shares of major shareholders and the anticipated buyer or transferee being a regular shareholder; purchase and transfer of shares leading to a major shareholder becoming a regular shareholder:

(i) Information about the seller and the transferor:

- For individuals: Name, ID number or citizen identification card number or passport number or other legally recognized personal identification number, date of issuance, place of issuance;

- For organizations: Name, main address, registration number or business registration certificate number or equivalent document, date of issuance, place of issuance; name, ID number or citizen identification card number or passport number or other legally recognized personal identification number of the organization's authorized representative, date of issuance, place of issuance;

(ii) Number of shares purchased or transferred, total value of the shares purchased or transferred at par value;

(iii) Number of shares held, total value of the shares held at par value, ratio of shareholding compared to the charter capital of the non-bank credit institution before and after the purchase and transfer;

(iv) Expected transaction date;

(v) Content of commitments to have notified shareholders and investors about their rights and obligations as shareholders in accordance with the Law on Credit Institutions (as amended and supplemented), including the obligation to bear legal responsibility for the legality of the source of funds used to purchase or accept the transfer of shares in the non-bank credit institution; not to use funds provided by credit institutions or foreign bank branches to purchase or accept the transfer of shares in the non-bank credit institution; not to purchase shares in the non-bank credit institution under the name of another individual or legal entity in any form, except in cases of agency as prescribed by law;

(i) For individuals: Name, ID number or citizen identification card number or passport number or other legally recognized personal identification number, date of issuance, place of issuance;

(ii) For organizations: Name, main address, registration number or business registration certificate number or equivalent document, date of issuance, place of issuance; name, ID number or citizen identification card number or passport number or other legally recognized personal identification number of the organization's authorized representative, date of issuance, place of issuance;

(iii) Number of shares and ratio of shareholding compared to the voting capital and compared to the charter capital of the non-bank credit institution after the purchase and transfer of shares (specifying the number of ordinary shares and the number of preferred shares).

2. Documents requesting approval for the purchase and transfer of shares of major shareholders and the anticipated buyer or transferee being a major shareholder; purchase and transfer of shares leading to becoming a major shareholder:

a) Documents stipulated in point b, Clause 1 of this Article;

(i) Information about the seller, buyer, transferor, and transferee of shares:

- For individuals: Name, ID number or citizen identification card number or passport number or other legally recognized personal identification number, date of issuance, place of issuance;

- For organizations: Name, main address, registration number or business registration certificate number or equivalent document, date of issuance, place of issuance; name, ID number or citizen identification card number or passport number or other legally recognized personal identification number of the organization's authorized representative, date of issuance, place of issuance;

(ii) Number of shares purchased or transferred, total value of the shares purchased or transferred at par value;

(iii) Number of shares held, total value of the shares held at par value, ratio of shareholding compared to the charter capital of the non-bank credit institution before and after the purchase and transfer;

(iv) Expected transaction date;

(v) Content of commitments to have notified shareholders and investors about their rights and obligations as shareholders in accordance with the Law on Credit Institutions (as amended and supplemented), including the obligation to bear legal responsibility for the legality of the source of funds used to purchase or accept the transfer of shares in the non-bank credit institution; not to use funds provided by credit institutions or foreign bank branches to purchase or accept the transfer of shares in the non-bank credit institution; not to purchase shares in the non-bank credit institution under the name of another individual or legal entity in any form, except in cases of agency as prescribed by law;

c) A request to purchase or accept the transfer of shares signed by the authorized representative of the buyer or transferee;

d) An agreement and commitment to purchase and transfer shares between the seller and the buyer, and between the transferor and the transferee;

d) Report on credit debt at the time of submission of the purchasing party or the transferee party, which must include at least the following information: name of the credit institution, foreign bank branch granting credit, loan classification, and purpose of the credit;

e) Declaration form of related parties of the purchasing party or the transferee party according to the model prescribed in the attached Circular;

g) Declaration form of taxes paid by the purchasing party or the transferee party in the most recent year up to the time of submission, accompanied by the tax return for income tax already submitted to the tax authority in accordance with the law;

h) Establishment license or business registration certificate or equivalent document of the purchasing party or the transferee party;

i) Financial statements of the purchasing party or the transferee party for the immediately preceding year before the year of application for approval, audited by an independent auditing organization in accordance with the law. In case there is no audited financial statement at the time of submitting the application, submit the unaudited financial statement and must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization and bear responsibility for the content of the submitted financial statement;

3. Procedure and formalities for approval:

a) Non-bank credit institutions shall send the application documents by post or directly submit them to the State Bank's Inspection and Supervision Department or the State Bank Branch where the non-bank credit institution's headquarters is located in provinces or cities without an Inspection and Supervision Department. If the application documents are incomplete or invalid, within 10 working days from the date of receipt of the documents, the Inspection and Supervision Department or the State Bank Branch shall issue a written request for the non-bank credit institution to supplement the documents;

b) Within 40 days from the date of receiving complete and valid documents, the Inspection and Supervision Department or the State Bank Branch shall issue a written approval or disapproval of the non-bank credit institution's application. In case of rejection, the State Bank Branch or the Inspection and Supervision Department shall provide a written response stating the reasons;

4. Within 05 working days from the completion of the purchase or transfer of shares, the non-bank credit institution shall submit a written report on the purchase or transfer of shares to the State Bank's Inspection and Supervision Department or the State Bank Branch;

Article 12. Suspension of Business Operations for 05 Working Days or More, Except in Cases of Force Majeure Events

1. Application documents include:

a) A proposal for approval of suspension of business operations signed by the authorized representative of the non-bank credit institution, including at least the following contents: number of days and time expected for the suspension of business operations; reasons for the suspension of business operations; proposed measures to minimize the impact of the suspension of business operations on the rights and interests of customers;

b) A document from the competent authority approving the suspension of business operations;

2. Approval procedures:

a) At least 30 days prior to the expected date of suspension of business operations, the non-bank credit institution shall send the application documents by post or directly submit them to the State Bank's Inspection and Supervision Department or the State Bank Branch where the non-bank credit institution's headquarters is located in provinces or cities without an Inspection and Supervision Department; If the application documents are incomplete or invalid, within 10 working days from the date of receipt of the documents, the Inspection and Supervision Department or the State Bank Branch shall issue a written request for the non-bank credit institution to supplement the documents;

b) Within 15 days from the date of receiving complete and valid documents, the Inspection and Supervision Department or the State Bank Branch shall review and issue a written approval or disapproval of the non-bank credit institution's application. In case of rejection, the Inspection and Supervision Department or the State Bank Branch shall provide a written response stating the reasons;

3. After receiving the written approval from the State Bank's Inspection and Supervision Department or the State Bank Branch regarding the suspension of business operations, the non-bank credit institution shall be responsible for posting the time and reason for the suspension of business operations on its electronic information website, at its headquarters, and at transaction locations, at least three working days before the date of suspension of business operations.

Article 13. Amending and supplementing the License of non-bank credit institutions according to the provision at point e clause 1 Article 1 of this Circular

1. Application documents include:

a) A request for amending and supplementing the License signed by the legitimate representative of the non-bank credit institution, which must include at least the following contents: reasons and necessity for amending and supplementing the License; anticipated solutions related to the impact of amending and supplementing the License on the organization and activities of the non-bank credit institution;

b) A document from the competent authority deciding to approve the amendment and supplementation of the License;

c) Documents proving the necessity of amending and supplementing the License, other documents as prescribed by law.

2. Approval procedures:

a) The non-bank credit institution sends the dossier prescribed in Clause 1 of this Article by post or submits it directly to the State Bank. If the dossier is incomplete or invalid, within ten working days from the date of receipt of the dossier, the State Bank will issue a document requesting the non-bank credit institution to supplement the dossier;

b) Within thirty days from the date of receiving complete and valid files, the Banking Inspection and Supervision Authority shall submit to the Governor for consideration and decision on amending and supplementing the License;

c) Within forty-five days from the date of receiving complete and valid files, the State Bank shall issue a decision on amending and supplementing the License. In case of refusal, the State Bank shall reply in writing and specify the reasons.

Chapter III
IMPLEMENTATION

Article 14. Responsibilities of non-bank credit institutions

1. Implement the provisions on file requirements, procedures, and formalities for approving changes and amendments and supplements to the License as stipulated in this Circular and bear legal responsibility for the accuracy, completeness, and truthfulness of the information provided in the files.

2. Supplement the files upon request of the State Bank, its branches, and the Banking Inspection and Supervision Department within a maximum period of forty-five days from the date of receipt of the request for file supplementation. If the non-bank credit institution fails to supplement the files within the said period, the State Bank, its branches, and the Banking Inspection and Supervision Department will not consider the application for change approval.

Article 15. Transitional Provisions

Non-bank credit institutions that have submitted complete and valid files requesting approval for changes in one or more contents stipulated in clause 1 Article 1 of this Circular before the effective date of this Circular and comply with the laws at that time may continue to implement according to current laws or amend and supplement their files to comply with this Circular.

Article 16. Implementation Provisions

Article 15. Effective Date of this Circular

1. This Circular takes effect from February 26, 2018.

2. From the date this Circular takes effect, the following documents shall cease to be effective:

a) Circular No. 06/2002/TT-NHNN dated December 23, 2002 of the Governor of the State Bank 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;

Article 17. Implementation Organization

b) Circular No. 06/2005/TT-NHNN dated October 12, 2005 of the Governor of the State Bank guiding the implementation of certain contents in Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of leasing companies and Decree No. 65/2005/NĐ-CP dated May 19, 2005 of the Government amending and supplementing some articles of Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of leasing companies.

ANNEX

(Issued together with Circular No. 25/2017/TT-NHNN dated December 29, 2017)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

DECLARATION OF RELATED PERSONS

Respected: State Bank of Vietnam

1. Information of the declarant

2. Related parties

I hereby declare that the above declaration form contains true information. If there is any dishonesty, I will fully bear legal responsibility.

GUIDELINES FOR COMPLETING THE DECLARATION FORM

1. For the section on declarant's information: Complete the information of individuals, organizations, buyers, intended transferees who are expected to become major shareholders of non-bank credit institutions.

a) For individuals, complete the following items:

- Full name;

- Nickname;

- Date of birth;

- Place of permanent registered residence;

- Current place of residence;

- Identity card number or passport number or other lawful personal identification number, date of issuance, issuing authority;

- Position appointed or elected at the non-bank credit institution.

b) For organizations, complete the following items:

- Name of organization;

- Address;

- Establishment license number or business registration certificate number or equivalent document, date of issuance, issuing authority.

2. For the section on related persons

2.1. Column (2): List the declarant and all related parties of the declarant who are individuals or organizations, potential buyers or transferees expected to become major shareholders of the non-bank credit institution, "Related parties" referred to in the Law on Credit Institutions (as amended and supplemented) and regulations of the State Bank.

2.2. Column (3): Fill in column (3) based on the actual relationship of the related parties listed in column (2) according to specific cases stipulated in the Law on Credit Institutions (as amended and supplemented) and relevant regulations.

2.3. Column (4): Clearly state the names and addresses of credit institutions in which capital contributions have been made.

2.4. For the declaration part at (6): If it is an organization, the signature of the declarant should be that of the legitimate representative of the organization and accompanied by a seal.