Circular No. 26/2012/TT-NHNN guides the procedures for the State Bank of Vietnam's approval for joint-stock credit institutions to list their shares on domestic and foreign securities markets. This Circular applies to commercial banks, financial companies, and leasing companies with joint-stock structures, as well as related individuals/institutions. It provides detailed regulations on conditions, documents, and approval procedures for share listing.
适用范围
Joint-stock credit institutions (including commercial banks, financial companies, and leasing companies) and related individuals/institutions involved in the process of listing shares on the securities market.
要点
- Joint-stock credit institutions must have at least two years of operation, a registered capital not less than the statutory minimum, and comply with business interest rates and operational safety regulations for six consecutive months prior to requesting listing.
- The application for approval to list includes a request letter, the shareholders' meeting resolution, audited financial statements, and a power of attorney (if applicable).
- The approval procedure for listing is completed within forty days from the date of receipt of all required documents. The State Bank of Vietnam will notify in writing of its decision to approve or not approve.
- Joint-stock credit institutions must register for listing on the securities market according to the provisions of the law after receiving the approval document.
- If a joint-stock credit institution is delisted, it must report to the State Bank of Vietnam within ten days.
🌐 本文件的社会影响
- Positive impact: Enhancing financial transparency and increasing access to capital for joint-stock credit institutions.
- Negative impact: May increase pressure on corporate governance and compliance with laws for joint-stock credit institutions.
❓ 常见问题
What are the minimum operating time requirements for listing?
Joint-stock credit institutions must have at least two years of operation up to the date of application.
What does the application for approval to list include?
The application includes a request letter, the shareholders' meeting resolution, audited financial statements, and a power of attorney (if applicable).
How long does the State Bank of Vietnam take to review and notify about the approval to list?
The procedure is completed within forty days from the date of receipt of all required documents.
What must joint-stock credit institutions do if they are delisted?
Joint-stock credit institutions must report to the State Bank of Vietnam within ten days from the date of the stock exchange's delisting notice.
What penalties apply if joint-stock credit institutions do not meet the conditions?
This Circular does not specifically provide administrative sanctions for failing to meet listing conditions.
全文
CIRCULAR
Guidelines for the approval procedures of the State Bank of Vietnam for the listing of shares on domestic and foreign securities marketsof joint-stock credit institutions on the securities market both domestic and foreign of joint-stock credit institutions
Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;
Pursuant to the Law on Credit Organizations No. 47/2010/QH12 dated June 16, 2010;
Pursuant to the Securities Law No. 70/2006/QH11 dated June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law No. 62/2010/QH12 dated November 24, 2010;
The Minister of Finance hereby issues this Circular to provide detailed guidance on certain provisions regarding stock listing under Decree No. 58/2012/NĐ-CP dated July 20, 2012 detailing and guiding the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law.
Pursuant to the Decree No. 96/2008/NĐ-CP dated August 26, 2008 stipulating the functions, tasks, powers, and structure of the State Bank of Vietnam;
At the proposal of the Director of the Inspectorate and Supervision Department,
The Governor of the State Bank of Vietnam promulgates this Circular guiding the approval procedures of the State Bank of Vietnam (hereinafter referred to as the State Bank) for the listing of shares on domestic and foreign securities markets of joint-stock credit institutions.
PART I
GENERAL PROVISIONS
Article 1. Scope of Regulation
This Circular guides the approval procedures of the State Bank for the listing of shares on domestic and foreign securities markets (hereinafter referred to as listing on the securities market) of joint-stock credit institutions.
Article 2. Applicability
1. Joint-stock credit institutions, including:
a) Joint-stock commercial banks;
b) Joint-stock financial companies;
c) Joint-stock leasing companies.
2. Organizations and individuals related to the listing of shares on the securities market of joint-stock credit institutions.
Article 3. Principles for preparing the application dossier for approval to list on the securities market
2. Documents of joint-stock credit institutions requesting approval to list on the securities market shall be signed by the legal representative of the joint-stock credit institution. The legal representative of the joint-stock credit institution may authorize another person to sign.
3. The dossier of the joint-stock credit institution shall be submitted to the State Bank (Bank Inspection and Supervision Department) through direct submission or postal service.
Article 4. Effectiveness of the approval document of the State Bank for listing on the securities market
1. The approval document of the State Bank takes effect from the date of signature.
2. The approval document of the State Bank shall automatically become invalid in the following cases:
a) Within 12 (twelve) months from the date of issuance of the approval document of the State Bank, the joint-stock credit institution has not listed its shares on the securities market.
b) Shares of the joint-stock credit institution will be delisted from all stock exchanges where they have been listed.
3. In case the joint-stock credit institution needs to increase the number of shares listed on domestic and foreign securities markets, such listing shall be carried out in accordance with the laws on securities of Vietnam and foreign countries without requiring the approval of the State Bank.
Chapter II
PROCEDURES FOR APPROVAL OF JOINT-STOCK CREDIT INSTITUTIONS LISTING ON THE SECURITIES MARKET
Article 5. Conditions for the State Bank to approve the listing of joint-stock credit institutions on the securities market
1. Having at least 02 (two) years of operation up to the time of application.
2. The actual value of the charter capital at the time of application is not less than the statutory capital requirement under current regulations.
3. Operating profitably based on consolidated audited financial statements and individual audited financial statements for two consecutive years prior to the year of application.
4. Adhering to restrictions to ensure safety in the operations of credit institutions as stipulated in Article 129 and Clause 1 of Article 130 of the Law on Credit Institutions and the guidelines of the State Bank regarding these provisions continuously for a period of 06 (six) months immediately preceding the application time.
5. Non-performing loan ratio below 3% compared to total outstanding loans at the end of the quarter for two consecutive quarters immediately preceding the quarter of application.
6. Implementing loan classification and provisioning for risk according to the regulations of the State Bank at the end of the quarter immediately preceding the quarter of application.
7. In the 12 (twelve) months immediately preceding the application time, the joint-stock credit institution has not been administratively fined in the field of currency and banking with a total fine amount of VND 30 million or more.
8. At the time of application, the Board of Directors and the Audit Committee of the joint-stock credit institution have the number and structure complying with the current legal regulations.
9. At the time of application, the joint-stock credit institution has an internal audit department and an internal control system ensuring compliance with Article 40, Article 41 of the Law on Credit Institutions and relevant current legal regulations.
Article 6. Documents for requesting approval to list on the securities market
1. The document of the joint-stock credit institution requesting the State Bank of Vietnam to approve listing on the securities market (in accordance with the form attached as Appendix I of this Circular).
2. The resolution of the Shareholders' Meeting approving the listing on the securities market.
3. Consolidated audited financial statements and individual audited financial statements of two consecutive years prior to the year of application. In case there is no audited financial statement for the consecutive year before the year of application, the joint-stock credit institution shall submit the report on business results and balance sheet of that year along with a commitment letter to supplement the financial report after receiving the audit result.
4. The power of attorney established in accordance with the provisions of the law (for cases involving delegation).
Article 7. Procedures and formalities for approving listing on the securities market
1. The joint-stock credit institution shall prepare one set of documents in accordance with Article 6 of this Circular and send it to the State Bank of Vietnam (through the Banking Inspection and Supervision Authority).
2. Within forty days from the date of receipt of all documents as stipulated in Article 6 of this Circular, the State Bank of Vietnam shall issue a document approving or not approving the listing of the joint-stock credit institution on the securities market; in case of disapproval, the document must clearly state the reasons.
3. After the State Bank of Vietnam's approval document for the joint-stock credit institution's listing on the securities market becomes effective, the joint-stock credit institution must register for listing on the securities market in accordance with the laws on securities.
Chapter III
RESPONSIBILITIES OF JOINT STOCK CREDIT ORGANIZATIONS AND RELATED UNITS
Article 8. Responsibilities of joint-stock credit institutions
1. Prepare complete documents in accordance with Article 6 of this Circular to request the State Bank of Vietnam to approve listing on the securities market.
2. Bear responsibility for the truthfulness and accuracy of the entire submitted documents and reports to the State Bank of Vietnam as prescribed in this Circular.
3. Send copies of the approval or rejection documents for listing issued by domestic and foreign stock exchanges to the State Bank of Vietnam (Banking Inspection and Supervision Authority) within five working days from the date of receipt of such documents.
4. Report in writing to the State Bank of Vietnam (Banking Inspection and Supervision Authority) when the shares of the joint-stock credit institution are delisted within ten days from the date of receipt of the delisting document from the stock exchange. The report must clearly state the reasons for the delisting of shares.
Article 9. Responsibilities of the Banking Inspection and Supervision Authority
1. Evaluate whether the joint-stock credit institution meets the conditions stipulated in this Circular; provide an opinion of agreement or disagreement, and submit it to the Governor of the State Bank of Vietnam for decision within fifteen working days from the date of receipt of the application documents for approval to list on the securities market of the joint-stock credit institution.
2. Receive the reports as stipulated in Article 8 of this Circular; study and propose measures to the Governor of the State Bank of Vietnam to address any issues arising (if any) concerning the listed joint-stock credit institutions.
Chapter IV
IMPLEMENTING PROVISIONS
Article 10. Effective Date
1. This Circular takes effect from October 29, 2012.
2. From the date this Circular takes effect, Decision No. 787/2004/QĐ-NHNN dated June 24, 2004 of the Governor of the State Bank of Vietnam promulgating temporary regulations on the registration for listing and issuance of shares to the public by commercial joint-stock banks ceases to be enforced.
Article 11. Implementation Organization
The Director of the Office, the Director of Banking Inspection and Supervision, the Heads of relevant units under the State Bank of Vietnam, the Governors of the State Bank of Vietnam branches in provinces and centrally-administered cities, the Chairmen and members of the Board of Directors, the Heads and members of the Audit Committee, and the General Managers (Directors) of joint-stock credit institutions are responsible for implementing this Circular./.
DEPUTY DIRECTOR
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