Circular No. 52/2024/TT-NHNN stipulates that commercial banks with shareholders holding shares exceeding the ratio prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, amended and supplemented by Law No. 17/2017/QH14, shall establish and implement a compliance roadmap to ensure compliance with the provisions of the Law on Credit Institutions No. 32/2024/QH15.

CIRCULAR

REGULATION stipulates the matter concerning commercial banks with shareholders, shareholders, and related parties holding shares exceeding the ratio prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, which has been amended and supplemented by some articles pursuant to Law No. 17/2017/QH14, establishing and implementing a roadmap to ensure compliance with the provisions of the Law on Credit Institutions No. 32/2024/QH15.

ownership of shares exceeding the ratio prescribed in Article 55 of the Law on Credit Organizations number 47/2010/QH12 as amended and supplemented by some articles according to Law number 17/2017/QH14;

credit organizations;

dated June 16, 2010;

credit institutions

Pursuant to the Law on National Financial Management dated June 25, 2015;âdated June 18toJune 16, 2010;

Pursuant to the Law Ccredit organizations18 month01 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;24;

WHEREAS,ứ Government Decree No. 102/2022/NĐ-CP dated January 12 month 12, 2022Decision No. 13/2020/NĐ-CP dated January 1 Socialist Republic of Vietnam;Governor of the State Bank of Vietnam

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

shareholders, (hereinafter referred to as the State Bank) The Governor of the State Bank of Vietnam issues this Circular stipulating the matter concerning commercial banks with shareholders, shareholders, and related parties holding shares exceeding the ratio prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, which has been amended and supplemented by some articles pursuant to Law No. 17/2017/QH14, establishing and implementing a roadmap to ensure compliance with the provisions of the Law on Credit Institutions No. 32/2024/QH15.shareholders and related parties owning shares exceeding the ratio prescribed in Article 55 of the Law on Credit Organizations number 47/2010/QH12 as amended and supplemented by some articles according to Law number 17/2017/QH14 shall establish and implement a compliance roadmap to ensure adherence to the provisions of the Law on Credit Organizations number 32/2024/QH15. and the

Article 1. Scope of Regulationcompliance roadmapApplicability

1. This Circular stipulates the matter concerning commercial banks (excluding early-intervened commercial banks and specially-supervised commercial banks) with shareholders, shareholders, and related parties holding shares exceeding the ratio prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, which has been amended and supplemented by some articles pursuant to Law No. 17/2017/QH14 (hereinafter referred to as "exceeding shareholding ratio") establishing and implementing a roadmap to ensure compliance with the provisions of the Law on Credit Institutions No. 32/2024/QH15 (hereinafter referred to as "compliance roadmap").

2. This Circular applies to:

a) Shareholders, shareholders, and related parties of those shareholders holding shares exceeding the ratio;

b) Commercial banks with shareholders, shareholders, and related parties holding shares exceeding the ratio (hereinafter referred to as "commercial bank").

Article 2. Compliance roadmap periodof commercial banks

The compliance roadmap period shall be determined by the commercial bank in coordination with shareholders, shareholders, and related parties holding shares exceeding the ratio in the compliance roadmap. The compliance roadmap period must be consistent with the restructuring plan/scheme of shareholders, shareholders, and related parties or decisions/documents approved by the competent authority of shareholders, shareholders, and related parties (if any).

Article 3. Establishing the compliance roadmap

1. Based on the provisions of Clause 28, Article 4 and Article 55 of the Law on Credit Institutions No. 47/2010/QH12, which has been amended and supplemented by some articles pursuant to Law No. 17/2017/QH14, the commercial bank identifies the list of shareholders, shareholders, and related parties holding shares exceeding the ratio to implement the provisions of Clause 2 or Clause 3 of this Article. The data cut-off date for determining the list is up to June 30, 2024.

2. Commercial banks with shareholders, shareholders, and related parties holding shares exceeding the ratio as stipulated in Clause 1 of this Article shall implement:

a) Coordinate with shareholders, shareholders, and related parties holding shares exceeding the ratio identified in Clause 1 of this Article to establish a compliance roadmap with the minimum contents prescribed in Clause 4 of this Article to comply with the shareholding ratio prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, which has been amended and supplemented by some articles pursuant to Law No. 17/2017/QH14;

b) Upon completion of the compliance roadmap as stipulated in Point a of this Clause, the commercial bank, shareholders, and related parties shall implement the provisions of Clause 11, Article 210 of the Law on Credit Institutions No. 32/2024/QH15 until compliance with the shareholding ratio prescribed in Article 63 of the Law on Credit Institutions No. 32/2024/QH15.

3. Commercial banks with shareholders, shareholders, and related parties holding shares exceeding the ratio as stipulated in Clause 1 of this Article have the right to coordinate with shareholders, shareholders, and related parties to establish a compliance roadmap with the minimum contents prescribed in Clause 4 of this Article to comply with the shareholding ratio prescribed in Article 63 of the Law on Credit Institutions No. 32/2024/QH15.

4. The compliance roadmap of the commercial bank must include at least the following contents:

a) List of shareholders, shareholders, and related parties currently holding shares exceeding the ratio, including the following information:

For individuals: Full name; individual identification number, issuance date, issuing place, permanent residence registration place, current address (if different from the permanent residence registration place), date of birth of Vietnamese individuals; nationality, passport number, issuance date, issuing place, temporary residence place in Vietnam, current address (if different from the temporary residence registration place) of foreign individuals; information about the quantity, shareholding ratio, proportion of contributed capital relative to the charter capital that the individual currently holds in the commercial bank (including both contributed capital, authorized shares, entrusted to other organizations or individuals to hold in their names); name of the organization or individual receiving authorization, entrustment and relationship with that individual.

For organizations: Name of the organization, business registration certificate number or equivalent legal document, issuance date, issuing place, business code, main office address. Information about the quantity, shareholding ratio relative to the charter capital that the organization currently holds in the commercial bank (including authorized shares, entrusted to other organizations or individuals to hold in their names); name of the organization or individual receiving authorization, entrustment and relationship with that organization.

Information about the representative of contributed capital, related parties of shareholders, shareholders within the shareholder group and related parties;

b) Compliance roadmap period, key timeframes for implementation and measures applied (shareholders, shareholders, and related parties reducing the shareholding ratio in that commercial bank or other appropriate measures in accordance with relevant laws);

c) Content of the commercial bank's commitment regarding cooperation, urging shareholders, shareholders, and related parties holding shares exceeding the ratio to strictly follow the above-mentioned roadmap.

5. The commercial bank shall submit the compliance roadmap as stipulated in Clause 2 or Clause 3 of this Article directly or through postal service to the State Bank (through the Banking Inspection and Supervision Agency), shareholders, shareholders, and related parties within 120 days from the effective date of this Circular.

6. In cases where it is necessary to ensure the safe operation of commercial banks, the Banking Inspection and Supervision Authority may require commercial banks to revise and improve their compliance timelines. Within the time limit set by the Banking Inspection and Supervision Authority, commercial banks must cooperate with shareholders, related parties, and individuals to revise and improve the compliance timeline and submit it directly or through postal services to the entities specified in Clause 5 of this Article.

Article 4. Implementation of Compliance Timelines

1. Commercial banks and related organizations and individuals at the compliance timeline shall be responsible for implementing the compliance timeline submitted to the State Bank of Vietnam in accordance with this Circular and relevant laws.

2. During the implementation of the compliance timeline, if necessary, commercial banks shall coordinate with related organizations and individuals to adjust the measures applied and the deadlines for implementation while ensuring that the compliance timeline deadline stipulated in Article 2 of this Circular is met and submit the compliance timeline directly or through postal services to the entities specified in Clause 5 of Article 3 of this Circular.

3. Shareholders and related parties holding shares exceeding the ratio shall not increase their shareholdings until they comply with the shareholding ratio regulations stipulated in the Law on Credit Institutions No. 32/2024/QH15, except in the case of receiving dividends in the form of shares.

4. Shareholders and related parties currently holding shares exceeding the ratio shall not receive cash dividends (if any) for the excess shares until they ensure compliance with the shareholding ratio limits as prescribed.

5. In cases where commercial banks, shareholders, and related parties fail to implement the compliance timeline as required, the State Bank of Vietnam will consider and apply appropriate measures according to the law based on the nature and severity of the violation.

Article 5. Responsibilities of Commercial Banks

1. Commercial banks are responsible for leading the development and implementation of the compliance timeline; monitoring and urging shareholders and related parties holding shares exceeding the ratio to cooperate in developing and implementing the compliance timeline as prescribed in this Circular.

2. Submitting periodic quarterly reports in writing on the implementation of the compliance timeline directly or through postal services to the State Bank of Vietnam (through the Banking Inspection and Supervision Authority) using the Model Report on the Implementation Status of the Compliance Timeline of Commercial Banks attached to this Circular. The data cut-off date is from the 15th day of the month preceding the reporting period to the 14th day of the last month of the quarter within the reporting period. The report submission deadline is no later than the 25th day of the last month of the quarter within the reporting period (the first reporting period being the third quarter of 2025).

3. Shall be liable under the law for the accuracy and completeness of the information provided to the State Bank of Vietnam and related organizations and individuals.

Article 6. Responsibilities of Shareholders and Related PartiesHolding Shares Exceeding the Ratio of Commercial BanksIV. Proposals, recommendations (if any)

1. Cooperate with commercial banks to develop the compliance timeline; implement the compliance timeline in accordance with this Circular and other relevant laws.

2. Report on the implementation status of the compliance timeline (including difficulties, obstacles, and proposed solutions) as requested by the commercial bank for consolidation and reporting to the State Bank of Vietnam.

3. Shall be liable under the law for the accuracy and completeness of the information provided to the commercial bank.

Article 7. Responsibilities of the Banking Inspection and Supervision Agency

1. Receiving compliance roadmaps and reports on the implementation of compliance roadmaps from commercial banks; directing commercial banks to complete their compliance roadmaps where necessary to ensure the safety of commercial bank operations.

2. Monitoring and supervising the implementation of compliance roadmaps by commercial banks, shareholders, and related parties as submitted to the State Bank of Vietnam.

3. Serving as the focal point for advising the Governor of the State Bank of Vietnam on handling issues arising in connection with the implementation of this Circular.

Article 8. Implementation clause

1. This Circular shall take effect from January 15, 2025.

2. From the date this Circular takes effect, Circular No. 06/2015/TT-NHNN dated June 1, 2015, issued by the Governor of the State Bank of Vietnam, which stipulates deadlines, procedures, and formalities for transitioning in cases of shareholding exceeding the limits set forth in Article 55 of the Law on Credit Institutions, shall cease to be effective.

Article 9. Implementation responsibilities

The Director of the Office, the Head of Banking Inspection and Supervision, the Heads of units under the State Bank of Vietnam, commercial banks, organizations, and individuals related thereto are responsible for implementing this Circular.