Circular No. 50/2025/TT-NHNN on the files, procedures for approving certain changes in commercial banks and foreign bank branches in Vietnam.

 CIRCULAR

Regulations on the dossier and procedures for approving certain changes in commercial banks and foreign bank branches

Based on the Law on the State Bank of Vietnam No. 46/2010/QH12;

Based on the Law on Credit Institutions No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15;

The Governor of the State Bank of Vietnam issues this Circular to regulate the dossier and procedures for approving certain changes in commercial banks and foreign bank branches.

Pursuant to Decree No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution System Safety Department;

a) Dossier and procedures for approving changes, amendments, and supplements to the business license of commercial banks and the branch establishment license of foreign banks (hereinafter referred to as the License) for the following contents:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates on:

(i) Changing the name and headquarters location of commercial banks; changing the name and location of foreign bank branches;

(ii) Increasing the charter capital of commercial banks and the authorized capital of foreign bank branches;

(iii) Changing the duration of operation;

b) Dossier and procedures for approving changes in commercial banks and foreign bank branches:

(i) Buying, transferring shares of the sole shareholder of a limited liability commercial bank; buying, selling, transferring shares of members of a joint-stock commercial bank with two or more shareholders;

(ii) Purchasing, receiving transferred shares leading to becoming a major shareholder of a commercial bank;

(iii) Temporarily suspending transactions for five working days or more, except in cases of force majeure.

2. The purchase, sale, and transfer of shares or contributions leading to a change in the legal form of commercial banks shall be carried out in accordance with the regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant laws.

3. Foreign investors purchasing shares of Vietnamese commercial banks shall comply with the provisions of the law on foreign investment in purchasing shares of Vietnamese credit institutions.

3. Organizations and individuals related to the dossier and procedures for approving changes in commercial banks and foreign bank branches as stipulated in this Circular.

Article 2. Applicability

1. Commercial banks.

2. Branches of foreign banks.

Article 3. Principles for preparing, submitting, and delivering results of the dossier requesting approval for changes

1. The dossier must be prepared in one set in Vietnamese. Parts of the dossier in a foreign language must be legalized according to Vietnamese law (except where exempted from legalization under Vietnamese law on legalization) and translated into Vietnamese. Translations from a foreign language into Vietnamese must be certified by the translator according to Vietnamese law.

2. For parts of the dossier that are copies, commercial banks and foreign bank branches must submit copies issued from the original book or certified copies or copies accompanied by the original for comparison. In cases where the applicant submits copies accompanied by the original for comparison, the comparator must sign to confirm the copy and bear responsibility for its accuracy compared to the original.

3. The application for approval from commercial banks and foreign bank branches must be signed by the legal representative or the authorized representative (hereinafter referred to as the legal representative). In case of signing by authorization, the dossier must include a power of attorney established in accordance with the law.

4. The dossier of commercial banks and foreign bank branches must be submitted to the State Bank or the State Bank Regional Branch through one of the following methods:

5. In cases of submitting the dossier online through the National Public Service Portal, the electronic dossier must use digital signatures or specialized electronic signatures ensuring security in accordance with the law on electronic transactions and administrative procedures in the electronic environment.

a) Submitting online through the National Public Service Portal;

b) Submitting directly at the One-Stop Service Desk of the State Bank and the State Bank Regional Branches;

c) Sending through postal services.

In cases where the National Public Service Portal encounters technical issues or errors preventing the reception, exchange of information, delivery of results, the declaration, submission, receipt, delivery of results, exchange, and feedback of information will be conducted through postal services or directly at the One-Stop Shop of the State Bank or the State Bank Regional Branch.

Documents in the electronic dossier are scanned copies of the original or the original (PDF format files).

6. The result of administrative procedure resolution is sent to organizations via electronic means through online methods; in cases where organizations request it, the result can be sent via postal service or delivered directly at the One-Stop Shop of the State Bank or the State Bank Regional Branch.

7. The results of administrative procedures are sent to organizations through electronic versions via online methods; in cases where organizations request it, the results will be sent through postal services in paper form or directly handed over at the One-Stop Service Center of the State Bank, State Bank branch in the Region.

Article 4. Authority to Approve Changes

1. The Governor of the State Bank of Vietnam shall approve changes in the contents prescribed in Clause 1, Article 1 of this Circular for large foreign bank branches, except for the contents prescribed in Clause 2 of this Article, based on the Decision of the Governor of the State Bank of Vietnam and commercial banks.

2. The Director of the Credit Institution Management and Supervision Department shall approve changes in the contents of large foreign bank branches, based on the Decision of the Governor of the State Bank of Vietnam and commercial banks, as follows:

a) The location of the head office of the commercial bank, the location of the branch of the foreign bank, and the amendment and supplementation of the License for the change in the location of the head office of the commercial bank and the branch of the foreign bank (within the province or city where the commercial bank's head office and the foreign bank's branch are located).

b) Increase in the charter capital and the amendment and supplementation of the License for the charter capital of the limited liability commercial bank.

c) Increase in the authorized capital of the foreign bank branch and the amendment and supplementation of the License for the authorized capital of the foreign bank branch.

d) Change in name and the amendment and supplementation of the License for the change in name of the commercial bank and the foreign bank branch.

đ) Amendment and supplementation of the License for the change in the address of the head office of the commercial bank and the branch of the foreign bank, provided that there is no change in the location of the head office and branch.

e) Suspension of transactions for five working days or more, except in cases of suspension due to force majeure events.

3. The Director of the Regional Branch of the State Bank of Vietnam shall approve changes in the contents prescribed in Clause 1, Article 1 of this Circular for foreign bank branches with headquarters in the region and planned to establish headquarters in the region (for changes in the location of the foreign bank branch to another province or city from the current location), except for the cases prescribed in Clauses 1 and 2 of this Article.

Chapter II

DOCUMENTS AND PROCEDURES FOR APPROVAL OF CHANGES BY COMMERCIAL BANKSARTICLES

CHANGES OF COMMERCIAL BANKS,

FOREIGN BANK BRANCH

Article 5. Change of Name

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) Current name;

(ii) Proposed new name ensuring compliance with relevant laws on naming;

(iii) Reason for changing the name;

(iv) Number and date of the Resolution or decision of the Shareholders' Meeting of the joint-stock commercial bank approving the change in the name of the commercial bank;

b) Resolution or decision of the Board of Members of the limited liability commercial bank approving the change in the name of the commercial bank; Document of the parent bank approving the change in the name of the foreign bank branch in Vietnam.

2. Approval Procedures:

a) The commercial bank or foreign bank branch shall prepare the dossier in accordance with Clause 1 of this Article and submit it to the State Bank of Vietnam. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank of Vietnam shall issue a document requesting the commercial bank or foreign bank branch to supplement and complete the dossier.

b) Within twenty-five working days from the date of receipt of a valid dossier, the State Bank of Vietnam shall approve the change in the name of the commercial bank or foreign bank branch and issue a decision amending the License; if not approved, the State Bank of Vietnam shall issue a document stating the reasons for non-approval.

Article 6. Changing the location of the main office of a commercial bank or the location of a foreign bank branch's office within the same province or city where the commercial bank or foreign bank branch currently has its main office.

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) Current location;

(ii) Proposed new location;

(iii) Reason for the change;

(iv) Plan for installing equipment at the new office to ensure compliance with legal requirements for office conditions;

(v) Plan for transferring the office to ensure continuity in operations;

(vi) Number and date of the Resolution or decision of the Shareholders' Meeting of a joint-stock commercial bank approving the change in the location of the main office;

b) Resolution or decision of the Board of Members of a limited liability commercial bank approving the change in the location of the main office; Document of the parent bank approving the change in the location of the foreign bank branch in Vietnam;

c) Documents proving that the commercial bank or foreign bank branch has the right to use or will have the legal right to use the office at the new location.

2. Approval Procedures:

a) The commercial bank or foreign bank branch shall prepare the dossier in accordance with Clause 1 of this Article and submit it to the State Bank of Vietnam. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank of Vietnam shall issue a document requesting the commercial bank or foreign bank branch to supplement and complete the dossier.

b) Within twenty-five working days from the date of receiving complete and valid documents, the State Bank shall issue a document approving the request to change the location of the main office of a commercial bank or the location of a foreign bank branch's office. In case of disapproval, the State Bank shall issue a document providing reasons for the refusal.

3. The approval document of the State Bank shall be effective for a period of twelve months from the date of signing.

4. At least thirty working days before the date of commencing operations at the approved location, the commercial bank or foreign bank branch shall submit a document requesting modification of the main office location of the commercial bank or the branch office location on the License to the State Bank, reporting the start date of operations at the approved location and compliance with all legal requirements for the office.

5. Within fifteen working days from the date of receipt of the request specified in Clause 4 of this Article, the State Bank shall issue a decision to modify the main office location of the commercial bank on the License. In case of not modifying or supplementing the License, the State Bank shall issue a document providing reasons for the refusal.

6. Within ten working days from the date of receipt of the request specified in Clause 4 of this Article, the State Bank shall issue a decision to modify the branch office location of the foreign bank on the License. In case of not modifying or supplementing the License, the State Bank shall issue a document providing reasons for the refusal.

Article 7. Changing the location of the main office of a commercial bank or the location of a foreign bank branch outside the province or city where the commercial bank or foreign bank branch currently has its main office.

1. Application documents include:

a) For commercial banks: The documents stipulated in Clause 1 of Article 6 of this Circular;

b) For foreign bank branches:

(i) The documents stipulated in Clause 1 of Article 6 of this Circular;

(ii) Business plan for the first three years in the new area, including the following minimum contents: Analysis and assessment of banking service needs in the new operating area; Forecast of business strategy and clearly state any changes in business strategy (if any); Forecast of business results in the first three years of operation in the new area and related explanations.

2. Approval Procedures:

a) The commercial bank or foreign bank branch shall prepare the dossier in accordance with Clause 1 of this Article and submit it to the State Bank of Vietnam. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank of Vietnam shall issue a document requesting the commercial bank or foreign bank branch to supplement and complete the dossier.

b) Within twenty-five working days from the date of receiving complete and valid documents, the State Bank shall issue a document approving the request to change the location of the main office of a commercial bank or the location of a foreign bank branch; in case of disapproval, the State Bank shall issue a document providing reasons for the refusal,

3. The approval document of the State Bank shall be effective for a period of twelve months from the date of signing.

4. At least thirty working days before the date of commencing operations at the approved location, the commercial bank shall submit a document requesting modification of the main office location, and the foreign bank branch shall submit a document requesting modification of the branch office location on the License to the State Bank, reporting the start date of operations at the approved location and compliance with all legal requirements for the office.

5. Within fifteen working days from the date of receipt of the request specified in Clause 4 of this Article, the State Bank shall issue a decision to modify the main office location of the commercial bank on the License. In case of not modifying or supplementing the License, the State Bank shall issue a document providing reasons for the refusal.

6. Within ten working days from the date of receipt of the request specified in Clause 4 of this Article, the State Bank shall issue a decision to modify the branch office location of the foreign bank on the License. In case of not modifying or supplementing the License, the State Bank shall issue a document providing reasons for the refusal.

Article 8. Changing the location of the main office of commercial banks and branches of foreign banks without resulting in a change of location

1. In cases where the address of the main office of a commercial bank or the branch of a foreign bank changes but does not result in a change of location, the commercial bank or branch of a foreign bank shall submit a written request to amend the address of the main office and supporting documents proving the change of address to the State Bank of Vietnam. In cases where the change of address is due to administrative boundary changes, the commercial bank or branch of a foreign bank is not required to submit supporting documents proving the change of address.

2. Within ten working days from the date of receipt of the written request of the commercial bank or branch of a foreign bank as stipulated in Clause 1 of this Article, the State Bank of Vietnam shall issue a decision to amend the address of the main office of the commercial bank and the address of the branch of a foreign bank on the License.

Article 9. Changing the term of operation

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) Current term of operation;

(ii) The proposed changed operating period;

(iii) Reasons for changing the operating period;

(iv) The number, date of the Resolution or decision of the Shareholders' Meeting for joint-stock commercial banks approving the change in the term of operation of the commercial bank;

b) The Resolution or decision of the Board of Directors for limited liability commercial banks approving the change in the term of operation of the commercial bank; Documents of the parent bank approving the change in the term of operation of the branch of a foreign bank in Vietnam;

c) A comprehensive report on the organizational and operational situation of the commercial bank and the branch of a foreign bank in Vietnam, including:

(i) An evaluation of the performance over the three consecutive years prior to the year of submitting the application, including key performance indicators related to capital structure, capital utilization, and business results; organization and operation of the management and control system, internal audit, and internal control system;

(ii) A forecasted business plan for the next three years;

d) In cases where the term of operation is changed outside the extension of the term of operation, the commercial bank or branch of a foreign bank shall submit the application as prescribed in points a, b, and c of this clause, along with documents proving the necessity and reasons for changing the term of operation.

2. Approval Procedures:

a) The commercial bank or branch of a foreign bank shall prepare the application as prescribed in Clause 1 of this Article and submit it to the State Bank of Vietnam (in cases of extending the term of operation, the commercial bank or branch of a foreign bank must submit the application at least six months before the expiration date of the License). If the application is incomplete or invalid, within seven working days from the date of receipt of the application, the State Bank of Vietnam shall issue a written request for the commercial bank or branch of a foreign bank to supplement and complete the application;

b) Within twenty-five working days from the date of receiving a complete and valid application, the State Bank of Vietnam shall approve the change in the term of operation and issue a decision to amend the term of operation of the commercial bank on the License; if not approved, the State Bank of Vietnam shall issue a written response stating the reasons;

c) Within thirty-five working days from the date of receiving a complete and valid application, the State Bank of Vietnam shall approve the change in the term of operation and issue a decision to amend the term of operation of the branch of a foreign bank on the License; if not approved, the State Bank of Vietnam shall issue a written response stating the reasons.

Article 10. Suspension of Transactions for Five Working Days or More, Except in Cases of Force Majeure

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) Number of days and time expected for temporarily suspending transactions;

(ii) Reasons and necessity for temporarily suspending transactions;

(iii) Anticipated measures to minimize the impact of temporarily suspending transactions on the rights and interests of customers;

b) The Resolution or decision of the Board of Directors for joint-stock commercial banks, the Resolution or decision of the Board of Members for limited liability commercial banks regarding temporarily suspending transactions; Decision of the General Director of the branch of a foreign bank regarding temporarily suspending transactions;

c) Documents proving the necessity for temporarily suspending transactions.

2. Approval Procedures:

a) At least forty-five working days before the expected date of temporarily suspending transactions, the commercial bank or branch of a foreign bank shall prepare the application as prescribed in Clause 1 of this Article and submit it to the State Bank of Vietnam. If the application is incomplete or invalid, within seven working days from the date of receipt of the application, the State Bank of Vietnam shall issue a written request for the commercial bank or branch of a foreign bank to supplement and complete the application;

b) Within twenty working days from the date of receiving a complete and valid application, the State Bank of Vietnam shall issue a written approval of the application of the commercial bank or branch of a foreign bank; if not approved, the State Bank of Vietnam shall issue a written response stating the reasons.

Article 11. Increase in the charter capital of joint-stock commercial banks from converting convertible bonds, supplementary reserve funds for charter capital, share premium surplus, accumulated undistributed profits, and other funds as prescribed by law.

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) The necessity for increasing the charter capital;

(ii) The current level of charter capital, specifying the number of ordinary shares, the number of each type of preferred shares, and the number of treasury shares;

(iii) The anticipated increased level of charter capital and sources to be used for increasing the charter capital;

(iv) The expected issuance time and the expected completion time for additional share issuance;

(v) Information on the total ownership of foreign investors' shares at the time of application and the anticipated ownership after the increase in capital;

(vi) The number and date of the Resolution or decision of the Shareholders' Meeting approving the plan to increase the charter capital of the joint-stock commercial bank;

b) The plan to increase the charter capital of the joint-stock commercial bank from convertible bonds, supplementary reserve funds for charter capital, share premium surplus, accumulated undistributed profits, and other funds as prescribed by law, which has been approved by the Shareholders' Meeting, must include at least the following contents:

(i) The contents specified in point a(i), a(iii), and a(iv) of this Clause;

(ii) In the case of increasing the charter capital from converting convertible bonds into ordinary shares: Information about the issued convertible bonds (number of bonds, face value of bonds, term of bonds); Information about the anticipated conversion of convertible bonds into shares (number of bonds, face value of bonds, conversion ratio);

(iii) In the case of increasing the charter capital from supplementary reserve funds for charter capital, share premium surplus, and other funds as prescribed by law: Information about the supplementary reserve funds for charter capital, share premium surplus, and other funds determined based on the audited individual financial statements of the year immediately preceding the year of the capital increase application, audited by an independent auditing organization as prescribed by law; Information about the amount from supplementary reserve funds for charter capital, share premium surplus, and other funds to be used for increasing the charter capital;

(iv) In the case of increasing the charter capital from accumulated undistributed profits: Information about the accumulated undistributed profits determined based on the audited individual financial statements, consolidated financial statements of the year immediately preceding the year of the capital increase application, audited by an independent auditing organization as prescribed by law; Information about the amount from accumulated undistributed profits to be used for increasing the charter capital;

(v) A list of shareholders with ownership ratios of 5% or more compared to the voting share capital and the charter capital at the time of approval of the plan and the anticipated ownership after the increase in capital. This list must include the following information:

- Identification information of the shareholder (for individuals: full name; personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: name of the organization, business registration code, main office address, legal representative of the organization (personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship)) as prescribed by law;

- The ownership ratio of the shareholder's shares;

- Information on related parties of the shareholder who own shares in the commercial bank (for individuals: full name, ownership ratio of shares; for organizations: name of the organization, ownership ratio of shares);

c) A list of shareholders with ownership ratios of 5% or more compared to the voting share capital and the charter capital at the time of application and the anticipated ownership after the increase in capital; A list of shareholders and related parties of those shareholders with ownership ratios of 15% or more compared to the charter capital at the time of application and the anticipated ownership after the increase in capital. Each list must include the following information:

- Identification information of the shareholder and related parties of that shareholder who own shares in the commercial bank (for individuals: full name; personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: name of the organization, business registration code, main office address, legal representative of the organization (personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship)) as prescribed by law;

- The ownership ratio of the shareholder and related parties of that shareholder's shares.

2. Approval Procedures:

a) The commercial bank shall prepare and submit the dossier as prescribed in Clause 1 of this Article to the State Bank. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within fifteen working days from the date of receiving a valid dossier, the State Bank will issue a document approving the request to increase the charter capital of the commercial bank; if not approved, the State Bank will issue a document stating the reasons for non-approval.

3. The approval document of the State Bank shall be effective for a period of twelve months from the date of signing.

4. The amendment and supplementation of the License shall be carried out as follows:

a) Within a maximum period of fifteen working days from the end date of the share issuance period as prescribed by law, the commercial bank shall send a document to the State Bank requesting to amend the charter capital level in the License, accompanied by the following documents:

(i) A document from the Securities Commission regarding receipt of the report on the results of the issuance period;

(ii) Information as prescribed in point a(v) and point c of Clause 1 of this Article after completing the share issuance;

b) Within fifteen working days from the date of receipt of the request document as prescribed in point a of this Clause, the State Bank will issue a decision to amend the charter capital level in the License.

Article 12. Increasing the charter capital of joint-stock commercial banks outside the cases of increasing the charter capital prescribed in Article 11 of this Circular

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) The necessity for increasing the charter capital;

(ii) The current level of charter capital, specifying the number of ordinary shares, the number of each type of preferred shares, and the number of treasury shares;

(iii) The total amount of additional charter capital proposed; the total par value of shares to be issued, type of shares to be issued, and the issuing targets; the proposed issuance tranches and issuance plans for each tranche (if any);

(iv) The expected issuance time and the expected completion time for additional share issuance;

(v) Information on the total ownership of foreign investors' shares at the time of application and the anticipated ownership after the increase in capital;

(vi) A commitment to notify organizations and individuals purchasing shares about the rights and obligations of shareholders as stipulated in the Law on Credit Institutions and related laws, including:

- Shareholders shall be responsible under the law for the legality of the source of funds used to purchase shares; they shall not use funds provided by credit institutions or foreign bank branches through credit facilities, funds from corporate bond issuances to purchase shares; they shall not purchase shares under the name of other individuals or legal entities in any form, except in cases of agency as prescribed by law;

- Shareholders shall be responsible for complying with the regulations on shareholding ratios, foreign investor shareholding ratios, and large shareholder provisions as prescribed by law;

(vii) In cases where increasing the charter capital of a joint-stock commercial bank leads to the formation of a large shareholder, the request document must include the following information: the name of the shareholder, the shareholding ratio before and after the increase in the charter capital of the joint-stock commercial bank;

(viii) The number and date of the Resolution or decision of the General Meeting of Shareholders approving the plan to increase the charter capital of the joint-stock commercial bank;

b) The plan to increase the charter capital of the joint-stock commercial bank approved by the General Meeting of Shareholders, which must include at least the following contents:

(i) The contents specified in point a(i), a(iii), and a(iv) of this Clause;

(ii) A list of shareholders holding more than 5% of the voting share capital and the expected share capital after the increase in capital. This list must include the following information:

- Identification information of the shareholder (for individuals: full name; personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: name of the organization, business registration code, main office address, legal representative of the organization (personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship)) as prescribed by law;

- The ownership ratio of the shareholder's shares;

- Information on related parties of the shareholder who own shares in the commercial bank (for individuals: full name, ownership ratio of shares; for organizations: name of the organization, ownership ratio of shares);

c) A list of shareholders with ownership ratios of 5% or more compared to the voting share capital and the charter capital at the time of application and the anticipated ownership after the increase in capital; A list of shareholders and related parties of those shareholders with ownership ratios of 15% or more compared to the charter capital at the time of application and the anticipated ownership after the increase in capital. Each list must include the following information:

- Identification information of the shareholder and related parties of that shareholder who own shares in the commercial bank (for individuals: full name; personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: name of the organization, business registration code, main office address, legal representative of the organization (personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship)) as prescribed by law;

- The ownership ratio of the shareholder and related parties of that shareholder's shares.

2. Approval Procedures:

a) The commercial bank shall prepare and submit the dossier as prescribed in Clause 1 of this Article to the State Bank. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within fifteen working days from the date of receiving a valid dossier, the State Bank will issue a document approving the request to increase the charter capital of the commercial bank; if not approved, the State Bank will issue a document stating the reasons for non-approval.

3. The approval document of the State Bank shall be effective for a period of twelve months from the date of signing.

4. The amendment and supplementation of the License shall be carried out as follows:

a) Within a maximum period of 15 working days from the end of the share issuance or offering period as prescribed by law, the commercial bank shall submit a letter to the State Bank requesting to amend the charter capital level in the License along with the following documents:

(i) A document from the Securities Commission regarding receipt of the report on the results of the share issuance or offering period;

(ii) Information as prescribed in point a(v) and point c Clause 1 of this Article after completing the share issuance or offering period;

b) Within fifteen working days from the date of receipt of the request document as prescribed in point a of this Clause, the State Bank will issue a decision to amend the charter capital level in the License.

Article 13. Increasing the charter capital of limited liability commercial banks

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) The necessity for increasing the charter capital;

(ii) The current charter capital and the proposed increased charter capital;

(iii) In cases where the source of increased capital comes from the supplementary capital reserve fund, accumulated undistributed profits, and other funds as prescribed by law: Information on the supplementary capital reserve fund, accumulated undistributed profits, and other funds determined according to the audited standalone financial statements of the year immediately preceding the year of the capital increase request, audited by an independent auditing organization as prescribed by law; information on the amount of funds from the supplementary capital reserve fund, accumulated undistributed profits, and other funds used to increase the charter capital;

(iv) A commitment to notify new contributors about their rights and obligations as contributors according to the Law on Credit Institutions and related laws, including:

- Being responsible under the law for the legality of the contribution funds; not using raised funds or loans from other organizations or individuals to contribute;

- Being responsible for complying with the regulations on the contribution ratio of contributors, contributors, and related parties;

b) The Resolution or decision of the Board of Members for limited liability commercial banks with two or more members, or the Decision of the sole owner for a single-member limited liability commercial bank approving the increase in the charter capital of the commercial bank or the Decision of the competent authority approving additional capital investment in the commercial bank held 100% by the State, which must include at least the following contents:

(i) The total amount of additional charter capital proposed;

(ii) The proposed tranches of increasing the charter capital;

(iii) The sources of funds used to increase the charter capital;

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

c) In cases where limited liability commercial banks with two or more members increase their charter capital from the contributions of new members, in addition to the documents prescribed in points a and b of this clause, the commercial bank shall submit the following documents and materials:

(i) For new members that are foreign credit institutions:

- Audited financial statements for the five consecutive years prior to the year of submitting the application for approval to increase capital and the most recent financial statement up to the submission date;

- Documentation reasonably explaining any exceptions that do not affect the conditions for contributing capital and confirmed by the independent auditor regarding the impact of such exceptions (in case the financial statements contain exceptions noted by the independent auditor);

- Documentation proving that the foreign credit institution is permitted to conduct banking activities according to the laws of the country where it is headquartered;

- A document from the competent authority of the home country providing information on the foreign credit institution, including at least the following: Compliance with banking activity laws and other relevant laws over the past five consecutive years prior to the year of submitting the application and up to the submission date; Capital adequacy ratios and other safety ratios prescribed by the home country in the year immediately preceding the year of submitting the application and up to the submission date; Compliance with risk management regulations and risk reserve provisions in the year immediately preceding the year of submitting the application and up to the submission date; Commitment to ensure the ability to monitor all activities of the foreign credit institution (including the activities of the limited liability commercial bank expected to contribute capital) based on consolidated international practices;

- A document or material from an international credit rating organization proving the credit rating within six months prior to the submission date;

- Decision appointing the representative of the capital contribution expected at the bank, including the identifying information of the capital contribution representative (Full name; individual identification number (for individuals with Vietnamese citizenship), passport number or substitute document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship));

- Document committing to provide financial, technological, management, operational, and activity support for the bank, ensuring that the actual value of the charter capital does not fall below the statutory capital requirement and fully complies with the regulations on safe operation as stipulated by the State Bank of Vietnam;

(ii) For new members being Vietnamese commercial banks:

- Decision appointing the representative of the capital contribution expected at the bank, including the identifying information of the capital contribution representative (Full name; individual identification number (for individuals with Vietnamese citizenship), passport number or substitute document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship));

- Documentation reasonably explaining any exceptions that do not affect the conditions for contributing capital and confirmed by the independent auditor regarding the impact of such exceptions (in case the financial statements contain exceptions noted by the independent auditor);

- Report on compliance with risk management regulations, risk reserve provisions according to the law at the time of submitting the application; safety ratios in banking operations as prescribed by the State Bank of Vietnam for the year immediately preceding the submission year and up to the submission date;

- Report on compliance with limits on purchasing and holding shares of credit institutions as stipulated in Clause 8, Article 111 of the Law on Credit Institutions;

- Report on the minimum capital adequacy ratio and the anticipated capital contribution and share purchase ratio after the capital contribution;

(iii) For new members of joint venture banks that are non-bank enterprises, the application includes:

- Business registration certificate or equivalent document (except for Vietnamese enterprises);

- Decision appointing the representative of the capital contribution expected at the bank, including the identifying information of the capital contribution representative (Full name; individual identification number (for individuals with Vietnamese citizenship), passport number or substitute document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship));

- Copy of the passport or substitute document of the legal representative and the capital contribution representative of the enterprise at the bank (for those without Vietnamese citizenship);

- Document from the competent authority approving the enterprise's participation in capital contribution to the bank;

- Report on meeting the conditions for new partners being non-bank enterprises when contributing capital according to the Governor's regulations on issuing, amending, and supplementing the business license and certain regulations on the organization and operation of commercial banks, foreign bank branches, and foreign organizations' representative offices in Vietnam;

- Audited financial statements for the three consecutive years prior to the year of submitting the application for approval to increase capital;

- Documentation reasonably explaining any exceptions that do not affect the conditions for contributing capital and confirmed by the independent auditor regarding the impact of such exceptions (in case the financial statements contain exceptions noted by the independent auditor);

- Report on the non-bank enterprise's financial capability to participate in joint venture bank capital contribution according to the form prescribed in Appendix I issued together with this Circular;

- Declaration of information about the credit history of the enterprise according to the form prescribed in Appendix II issued together with this Circular;

- Confirmation document from the tax authority regarding the fulfillment of tax obligations to the state budget; Document from the social insurance agency providing information on social insurance contributions made by the organization;

- Declaration of related parties and their participation in capital contribution to commercial banks according to the form prescribed in Appendix III issued together with this Circular;

2. Procedures for approval in the case of a limited liability commercial bank increasing its charter capital from the supplementary capital reserve fund, undistributed accumulated profits, and other funds as prescribed by law:

a) The commercial bank prepares and submits the application as prescribed in point a and point b, Clause 1 of this Article to the State Bank of Vietnam. In cases where the application is incomplete or invalid, within seven working days from the receipt of the application, the State Bank of Vietnam issues a document requesting the commercial bank to supplement and complete the application;

b) Within twenty-five working days from the receipt of a complete and valid application, the State Bank of Vietnam issues a decision to amend the business license; if not approved, the State Bank of Vietnam issues a document responding and specifying the reasons;

3. Procedures for approval in the case of a limited liability commercial bank increasing its charter capital due to additional contributions from shareholders or new contributors:

a) The commercial bank shall prepare and submit the dossier as prescribed in Clause 1 of this Article to the State Bank. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within twenty working days from the receipt of a complete and valid application, the State Bank of Vietnam issues a document approving the request to increase the charter capital of the commercial bank; if not approved, the State Bank of Vietnam issues a document responding and specifying the reasons;

4. The approval document of the State Bank of Vietnam is effective for twelve months from the date of signature;

5. Amendments and supplements to the business license after approval by the State Bank of Vietnam as stipulated in point b, Clause 3 of this Article shall be carried out as follows:

a) Within fifteen working days from the completion of the issuance and contribution of capital, the commercial bank shall submit a document requesting to amend the charter capital amount in the business license to the State Bank of Vietnam, reporting on the post-contribution capital contribution ratio of the contributor along with evidence proving that the shareholder or contributor has contributed capital to increase the charter capital;

b) Within twelve working days from the receipt of the document as prescribed in point a of this clause, the State Bank of Vietnam shall issue a decision to amend the charter capital amount in the business license.

Article 14. Increase in the amount of capital granted to foreign bank branches

1. Application documents include:

a) A request document, which must include at least the following contents:

(i) The necessity for increasing the amount of capital granted;

(ii) The current amount of capital granted and the proposed increased amount of capital;

(iii) In cases where the increase in capital comes from the supplementary capital reserve fund, accumulated undistributed profits, and other funds as prescribed by law: Information on the supplementary capital reserve fund, accumulated undistributed profits, and other funds determined according to the individual financial report of the year immediately preceding the year in which the request to increase capital was made, audited by an independent auditing organization in accordance with the law; information on the amounts from the supplementary capital reserve fund, accumulated undistributed profits, and other funds used to increase the amount of capital granted;

(iv) In cases where the increase in capital comes from the parent bank: The amount of additional capital expected to be granted by the parent bank;

b) A document from the parent bank approving the increase in the amount of capital granted to the foreign bank branch in Vietnam, which must include at least the following contents:

(i) The total amount of additional capital expected to be granted;

(ii) Any planned increases in the amount of capital granted (if applicable);

(iii) The source of funds used to increase the amount of capital granted;

(iv) The expected completion time for increasing the amount of capital granted.

2. Procedures for approval in cases where the foreign bank branch increases its capital from the supplementary capital reserve fund, accumulated undistributed profits, and other funds as prescribed by law:

a) The foreign bank branch prepares and submits a dossier in accordance with Clause 1 of this Article to the State Bank of Vietnam. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank of Vietnam will issue a document requesting the foreign bank branch to supplement and complete the dossier;

b) Within twenty-five working days from the receipt of a complete and valid application, the State Bank of Vietnam issues a decision to amend the business license; if not approved, the State Bank of Vietnam issues a document responding and specifying the reasons;

3. Procedures for approval in cases where the foreign bank branch increases its capital due to additional capital granted by the parent bank:

a) The foreign bank branch prepares and submits a dossier in accordance with Clause 1 of this Article to the State Bank of Vietnam. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank of Vietnam will issue a document requesting the foreign bank branch to supplement and complete the dossier;

b) Within twenty-five working days from the date of receiving a valid dossier, the State Bank of Vietnam issues a document approving the request to increase the amount of capital granted by the foreign bank branch; if not approved, the State Bank of Vietnam will issue a document explaining the reasons.

4. The approval document of the State Bank of Vietnam is effective for six months from the date of signature.

5. Amendments and supplements to the business license after approval by the State Bank of Vietnam as stipulated in point b, Clause 3 of this Article shall be carried out as follows:

a) Within fifteen working days from the date of completing the increase in the amount of capital granted, the foreign bank branch submits a document requesting to amend the amount of capital granted in the License to the State Bank of Vietnam;

b) Within fifteen working days from the date of receipt of the document requesting amendment as stipulated in point a of this clause, the State Bank of Vietnam issues a decision amending the amount of capital granted in the License.

Article 15. Purchase and transfer of the entire share capital of the owner in a limited liability commercial bank

1. Application documents include:

a) A document proposing the commercial bank, which must minimally include the following information:

(i) Name and main office address of the owner and the buyer, transferee;

(ii) The anticipated date of purchase and transfer;

(iii) Reasons for purchase and transfer;

b) An agreement on the purchase and transfer of the share capital between the owner and the buyer, transferee;

c) Documents and materials proving that the buyer, transferee meets all conditions for being the owner of a limited liability commercial bank as prescribed by law, as stipulated in point c(i) of Clause 1 of Article 13 of this Circular.

2. Approval Procedures:

a) The commercial bank shall prepare and submit the dossier as prescribed in Clause 1 of this Article to the State Bank. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within forty-five working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam issues a document approving the proposal of the commercial bank; if not approved, the State Bank of Vietnam responds in writing and provides the reasons.

3. The approval document of the State Bank of Vietnam is effective for three months from the date of signature.

4. Within seven working days from the date of completing the purchase and transfer, the commercial bank sends the State Bank of Vietnam a report on the results of implementation accompanied by documents proving the completion of the purchase and transfer, including information on the name and main office address of the buyer, transferee becoming the owner of the limited liability commercial bank.

Article 16. Purchase and Transfer of Share Capital at Commercial Banks with Limited Liability of Two Members or More

1. The documents for requesting approval for the purchase and transfer of share capital to the transferee who is a current shareholder of the commercial bank include:

a) A request letter from the commercial bank, specifying:

(i) The name and main address of the seller, transferor, and buyer, transferee;

(ii) The ratio of purchase and transfer of share capital; ownership ratio and value of share capital before and after the purchase and transfer of share capital;

(iii) The expected date of purchase and transfer;

(iv) Reasons for purchase and transfer;

b) The resolution or decision of the Board of Members of the commercial bank approving the purchase and transfer of share capital;

c) An agreement on the purchase and transfer of share capital between the seller, transferor, and buyer, transferee.

2. The documents for requesting approval for the purchase and transfer of share capital from a shareholder to a new transferee include:

a) The documents stipulated in Clause 1 of this Article;

b) Documents and materials proving that the buyer, transferee meets all conditions to purchase and receive the transfer of share capital of a commercial bank with limited liability of two members or more as prescribed by law, including:

(i) For the buyer, transferee being a foreign credit organization: the documents and materials specified in point c(i) of Clause 1 of Article 13 of this Circular;

(ii) For the buyer, transferee being a Vietnamese commercial bank: the documents and materials specified in point c(ii) of Clause 1 of Article 13 of this Circular.

(iii) For the buyer, transferee purchasing the share capital of a joint venture bank being a non-bank enterprise, the dossier includes the documents specified in point c(iii) of Clause 1 of Article 13 of this Circular.

c) Commitment to notify new shareholders about the rights and obligations of shareholders as prescribed in the Law on Credit Institutions and related laws, including:

(i) Being responsible under the law for the legality of the source of funds used for purchase and transfer; not using raised funds or loans from other organizations or individuals to purchase and transfer;

(ii) Being responsible for complying with regulations on the ownership ratio of shareholders and related parties.

3. Approval Procedures:

a) The commercial bank prepares the dossier according to the provisions of Clauses 1 and 2 of this Article and submits it to the State Bank. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within fifty working days from the date of receiving a complete and valid dossier, the State Bank will issue a document approving the commercial bank's request; if not approved, the State Bank will reply in writing and specify the reasons.

4. The State Bank's approval document is effective for three months from the date of signature.

5. Within seven working days from the completion of the purchase and transfer, the commercial bank sends the State Bank a report on the results of implementation along with evidence proving the completion of the purchase and transfer, including information on the name and main address of the new shareholder (if any), changes in share capital and ownership ratio of shareholders (if any).

Article 17. Purchase, Acceptance of Transfer of Shares Leading to Becoming a Major Shareholder

1. Documents Requesting Approval for the Purchase, Acceptance of Transfer of Shares Leading to Becoming a Major Shareholder:

A request document from the commercial bank, which must include at least the following contents:

a) Information on the number of shares, type of shares, total par value of shares purchased, accepted for transfer;

b) Information of the purchaser, acceptor of transferred shares including: identification information, quantity and ratio of voting shares compared to the total voting share capital, quantity and ratio of ordinary shares and preferred shares (if any) compared to the charter capital of the bank at the time of application and expected after purchase, acceptance of transfer;

c) Ratio of share ownership compared to the charter capital of the purchaser, acceptor and related parties expected after purchase, acceptance of transfer;

d) Expected transaction time;

đ) Commitment to notify organizations and individuals purchasing shares about the rights and obligations of shareholders as prescribed in the Law on Credit Institutions and relevant laws, including:

- Being responsible under the law for the legality of the source of funds used for purchase; not using funds provided by credit institutions, foreign bank branches, funds from corporate bond issuance to purchase; not purchasing under the name of other individuals or legal entities in any form, except in cases of agency as prescribed by law;

- Being responsible for complying with regulations on the ratio of share ownership, the ratio of share ownership for foreign investors, and regulations on major shareholders as prescribed by law.

2. In the case of an organization or individual purchasing shares leading to becoming a major shareholder when a joint-stock commercial bank increases its charter capital, the procedures shall be carried out according to the provisions of Article 12 of this Circular.

In the case of an organization or individual purchasing shares leading to becoming a major shareholder when a joint-stock commercial bank increases its charter capital but that organization or individual does not belong to the list of shareholders purchasing shares of the joint-stock commercial bank at point c clause 1 Article 12 of this Circular has been approved by the State Bank, the commercial bank shall submit documents as prescribed in clause 1 of this Article. The approval document of the State Bank regarding the purchase of shares is an integral part of the approval document for increasing the charter capital.

3. Approval Procedures:

a) The commercial bank shall prepare and submit the dossier as prescribed in Clause 1 of this Article to the State Bank. If the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank will issue a document requesting the commercial bank to supplement and complete the dossier;

b) Within thirty working days from the date of receiving complete and valid documents, the State Bank shall issue a written approval for the commercial bank's request; if it does not approve, the State Bank shall reply in writing and specify the reasons.

4. The State Bank's approval document is effective for three months from the date of signature.

5. Within seven working days from the end of the purchase, sale, transfer, acceptance of transfer of shares, the commercial bank shall issue a report on the results of the purchase, sale, transfer, acceptance of transfer of shares and send it to the State Bank.

Article 18. Notification to the Business Registration Authority of Changes in Commercial Banks, Foreign Bank Branches During Operation

1. Within three working days from the date of signing the Decision to Amend and Supplement the License of the commercial bank, foreign bank branch or from the date the State Bank receives the report as prescribed in clause 4 Article 15 and clause 5 Article 16 of this Circular, the Department of Management and Supervision of Credit Institutions, the State Bank branch in the Region shall notify in writing to the business registration authority to update into the national enterprise registration information system along with the Decision to Amend and Supplement the License (if any).

2. In the case where the commercial bank's information as prescribed in clause 4 Article 15 and clause 5 Article 16 of this Circular has not yet been updated into the national enterprise registration information system, the commercial bank shall report in writing such information to the Department of Management and Supervision of Credit Institutions. Within five working days from the date the Department of Management and Supervision of Credit Institutions receives the report from the commercial bank, the Department of Management and Supervision of Credit Institutions shall notify the information in writing to the business registration authority to update into the national enterprise registration information system.

3. In addition to the information notified to the business registration authority as prescribed in clauses 1 and 2 of this Article, the commercial bank, foreign bank branch shall report in writing information belonging to the business registration content that has not yet been updated on the national enterprise registration system according to the law on enterprise registration to the Department of Management and Supervision of Credit Institutions or the State Bank branch in the Region. Within five working days from the date of receipt of the document from the commercial bank, foreign bank branch, the Department of Management and Supervision of Credit Institutions or the State Bank branch in the Region shall notify in writing the above information to the business registration authority.

Chapter III

RESPONSIBILITIES OF RELATED UNITS

Article 19. Responsibilities of the Credit Institution Management and Supervision Department

1. The focal point for receiving, examining, soliciting opinions from relevant units under the State Bank (if necessary), compiling and submitting to the Governor of the State Bank for consideration and approval on matters changing the provisions set forth in Clause 1 of Article 4 of this Circular; within three working days from the date the State Bank receives the document of commercial banks, foreign bank branches as stipulated in Clause 4 of Article 6 and Clause 4 of Article 7 of this Circular, the Credit Institution Management and Supervision Department shall request the State Bank Branch in the Region where the head office of the commercial bank is expected to be located, or the foreign bank branch is expected to be located, to inspect whether the conditions for the head office of the commercial bank and the branch of the foreign bank expected to be located in that area are fully met.

2. Receiving, examining files and considering, approving matters changing the provisions set forth in Clause 2 of Article 4 of this Circular.

3. Submitting to the Governor of the State Bank for issuance of a document soliciting opinions from the People's Committee of the province or centrally governed city regarding the approval of changes set forth in Article 7 of this Circular.

4. The focal point for receiving reports from commercial banks, foreign bank branches as stipulated in this Circular on matters changing according to the authority set forth in Clause 1 of Article 4 of this Circular.

5. The focal point for proposing submission to the Governor of the State Bank for signing and issuing a Decision on foreign bank branches with large scale as stipulated in Clause 1 of Article 4 of this Circular.

6. Notifying information in writing to the business registration agency to update into the national business registration information system as stipulated in Article 18 of this Circular.

Article 20. Responsibilities of the State Bank Branch in the Region

1. Receiving, examining files and considering, approving matters changing the provisions set forth in Clause 3 of Article 4 of this Circular; in cases where the location of the foreign bank branch is changed to another area, the State Bank Branch in the Region where the foreign bank branch is expected to be located shall be responsible for receiving the file and approving this matter.

2. The focal point for receiving reports from foreign bank branches as stipulated in this Circular on matters changing according to the authority set forth in Clause 3 of Article 4 of this Circular.

3. Within five working days from the date of receipt of the document requesting of the Credit Institution Management and Supervision Department as stipulated in Clause 1 of Article 19 of this Circular, the State Bank Branch in the Region where the head office of the commercial bank is expected to be located, or the foreign bank branch is expected to be located, shall inspect whether the conditions for the head office of the commercial bank and the branch of the foreign bank expected to be located in that area are fully met; providing written comments to the Credit Institution Management and Supervision Department.

4. Inspecting whether the conditions for the branch of the foreign bank expected to be located in that area are fully met before making a decision to change the location of the branch of the foreign bank in the license according to the authority set forth in Clause 3 of Article 4 of this Circular.

5. Notifying information in writing to the business registration agency to update into the national business registration information system as stipulated in Clause 1 and Clause 3 of Article 18 of this Circular.

Article 21. Responsibilities of commercial banks and foreign bank branches

1. Shall be responsible under the law for the accuracy, completeness, and truthfulness of the information provided in the application dossier.

2. Supplement and complete the file according to the requirements of the State Bank within a maximum period of 30 working days from the date the State Bank issues a document requesting the supplementation and completion of the file. Beyond this deadline, if the commercial bank or foreign bank branch does not supplement or complete the file as requested, the State Bank will not consider the application for approval of changes submitted by the commercial bank or foreign bank branch.

3. Perform other responsibilities as prescribed by the Law on Credit Organizations and the provisions of this Circular.

Chapter IV

IMPLEMENTING PROVISIONS

Article 22. Effectiveness

1. This Circular takes effect from February 7, 2026.

2. The following documents shall cease to be effective from the date this Circular comes into force:

a) Circular No. 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam regarding the files, procedures, and formalities for approving certain changes of commercial banks and foreign bank branches;

b) Circular No. 06/2022/TT-NHNN dated June 30, 2022 issued by the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam regarding the files, procedures, and formalities for approving certain changes of commercial banks and foreign bank branches;

c) Circular No. 22/2024/TT-NHNN dated June 28, 2024 issued by the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam regarding the files, procedures, and formalities for approving certain changes of commercial banks and foreign bank branches.

Article 23. Responsibility for implementation organization

The heads of units under the State Bank of Vietnam, commercial banks, and foreign bank branches are responsible for organizing the implementation of this Circular.

Article 24. Transitional Provisions

Applications for approval of changes submitted to the State Bank before the effective date of this Circular, provided that they are complete and valid, shall be processed in accordance with the provisions of Circular No. 50/2018/TT-NHNN amended and supplemented by Circulars No. 06/2022/TT-NHNN and No. 22/2024/TT-NHNN.

 Appendix I

MODEL FINANCIAL CAPABILITY REPORT FOR PARTICIPATING IN CAPITAL CONTRIBUTION TO JOINT-VENTURE BANKS BY NON-BANK ENTITIES

 OF ENTERPRISES THAT ARE NOT BANKS
(Annexed to Circular No. 50/2025/TT-NHNN dated December 24, 2025 issued by the Governor of the State Bank of Vietnam regulating the files, procedures

 for approving certain changes of commercial banks,

 foreign bank branches)

Dear Joint-Venture Bank ...

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

1. Information about the enterprise:

- Enterprise name (full and official name, in capital letters):

- Organizational identification number (if applicable):

- Business registration certificate number or equivalent document, issuing authority, date of issuance:

- Registered capital:

- Telephone number:                                   Fax number:

- Main office address:

- Legal representative's name:

- Personal identification number; current place of residence (if different from registered domicile) (for individuals with Vietnamese nationality):

- Date of Birth:

- Passport number or equivalent document number, date of issue, issuing authority; nationality (original nationality, current nationalities); current place of residence (for individuals without Vietnamese nationality):

2. Financial capability to participate in capital contribution to Joint-Venture Banks:

- Shareholders' equity (A):

- Long-term assets minus long-term liabilities used for investment in long-term assets (B):

- Financial capability to participate in capital contribution to Joint-Venture Banks (C = A - B):

(In case the enterprise operates in industries requiring statutory capital, additional information must be declared as follows)

- Statutory capital requirement according to current laws applicable to the industry in which the enterprise is operating (in case the enterprise operates in multiple industries, declare the highest statutory capital requirement) (D):

- Shareholders' equity minus statutory capital requirement (E = A - D):Conclusion: Adequate financial capability to participate in capital contribution to Joint-Venture Banks (only conclude this when C and E are at least equal to the committed capital contribution amount of the enterprise).3. Commitments

- Not to use raised funds or borrowed funds from other organizations or individuals for capital contribution; bear legal responsibility for the legality of the contributed capital;

- Comply with the regulations stipulated in the charter of the joint-stock company, internal regulations of the bank, and relevant laws;

- Fully responsible for the truthfulness and accuracy of the accompanying documents (if any)./

Legal representative of the enterprise

Shareholders' equity, long-term assets, long-term liabilities used for investment in long-term assets

are taken from the most recent audited financial report preceding the year of submission of the application for approval of purchase and sale, transfer of shareholding, and there should be no disclaimer from the auditing firm.

Note: 2025 of the Governor of the State Bank of Vietnam regulating the files, procedures for approving certain changes of commercial banks,

 ANNEX II

DECLARATION FORM FOR INFORMATION ON CREDIT RELATIONSHIP HISTORY

OF THE ENTERPRISE
(Annexed to Circular No. 50/2025/TT-NHNN dated December 24, 2025 issued by the Governor of the State Bank of Vietnam regulating the files, procedures

2. Organizational identification number (if applicable):

3. Tax identification number:

Dear Joint-Venture Bank ...

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

4. Business field:

OF THE ENTERPRISE

1. Enterprise name:

5. Information on credit relationship history:

- Name of credit institution, foreign bank branch:

- License number for establishment or business registration certificate number or equivalent document, issuing authority, date of issuance:

- Deposits at credit institutions, foreign bank branches at the time of declaration:

- Credit balance at credit institutions, foreign bank branches at the time of declaration:

- Address:

- Overdue balance at the time of declaration:

- Non-performing loans at credit institutions, foreign bank branches:

+ Time point

(Specify month and year)

+ Status of non-performing loan resolution

(Specify how it has been resolved up to the time of declaration)6. Commitment to fully bear responsibility for the truthfulness and accuracy of the declaration form./.:

+ Current situation in handling non-performing loans(Specify how they have been handled up to the time of declaration):

6. Commitment to fully assume responsibility for the truthfulness and accuracy of the declaration form./.

 ANNEX III

SAMPLE FORM FOR DISCLOSURE OF RELATED PARTIES AND SITUATION OF CAPITAL CONTRIBUTION TO COMMERCIAL BANKS IN 2025 AS PROVIDED BY THE GOVERNOR OF THE STATE BANK OF VIETNAM ON DOCUMENTATION AND PROCEDURES FOR APPROVAL OF CERTAIN CONTENT CHANGES OF COMMERCIAL BANKS, BRANCHES OF FOREIGN BANKS
(Annexed to Circular No. 50/2025/TT-NHNN dated December 24, 2025 issued by the Governor of the State Bank of Vietnam regulating the files, procedures

 2025 of the Governor of the State Bank of Vietnam on documentation and procedures for approval of certain content changes of commercial banks, branches of foreign banks)

 procedures for approval of certain content changes of commercial banks, branches of foreign banks

Branches of foreign banks)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

DECLARATION OF RELATED PERSONS

Respected: State Bank of Vietnam

I hereby declare that the contents disclosed above are true, and I will bear full responsibility under the law if there is any lack of honesty.

 GUIDELINES FOR COMPLETING THE DECLARATION FORM

1. For the disclosure at (2); disclose all relationships of "related parties" as stipulated in Clause 24 Article 4, Clause 3 Article 69 of the Law on Credit Organizations 2024. Clause 24 Article 4, Clause 3 Article 69 Law on Credit Organizations 2024.

2. For the disclosure at (3): For individuals: clearly state personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: clearly state name of organization, business registration code, main office address, legal representative of the organization (personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship) corresponding to the discloser and related party in column (2).

3. For the disclosure at (4): Clearly state relationship with the discloser.

4. For the disclosure at (5): Clearly state names of banks in which capital has been contributed.

5. For the disclosure at (8): If the discloser is a legal entity, the signature must be by the authorized representative and stamped; if the discloser is an individual, the signature must be notarized according to the law.

6. The discloser must fully disclose information as required and bear legal responsibility before the law and credit organizations, branches of foreign banks regarding the completeness, accuracy, and honesty of the documentation, in cases where no occurrence, clearly state no occurrence, in cases where the related party has passed away, clearly state deceased.

7. Signatures must be notarized according to the law./.