Decision No. 797/2002/QD-NHNN On Amending and Supplementing Certain Articles of the Regulations on Shareholders, Shares, Stocks, and Registered Capital of State-owned and People's Joint Stock Commercial Banks Issued Pursuant to Decision No. 1122/2001/QD-NHNN dated September 4, 2001 of the Governor of the State Bank of Vietnam.

DECISION OF THE GOVERNOR OF THE STATE BANK OF VIETNAM

Regarding the supplementation and amendment of certain articles concerning shareholders, shares, stocks, and charter capital of state-owned joint-stock commercial banks and people's joint-stock commercial banks issued pursuant to Decision No. 1122/2001/QĐ-NHNN dated September 4, 2001 of the Governor of the State Bank.

of state-owned joint-stock commercial banks and people's joint-stock commercial banks

Pursuant to the Enterprise Law on June 12, 1999;

At the proposal of the Director of the Department of Commercial Banks and Non-Bank Financial Institutions,

GOVERNOR OF THE STATE BANK OF VIETNAM

BASED ON THE LAW ON THE STATE BANK OF VIETNAM AND THE LAW ON CREDIT ORGANIZATIONS dated December 12, 1997;

Supplementing and amending certain provisions of the Regulations on shareholders, shares, stocks, and charter capital of state-owned joint-stock commercial banks and people's joint-stock commercial banks issued pursuant to Decision No. 1122/2001/QĐ-NHNN dated September 4, 2001 of the Governor of the State Bank as follows:

Pursuant to the Government Organization Law dated December 25, 2001;

Pursuant to the Government Decree No. 49/2000/NĐ-CP dated September 12, 2000 on the organization and operation of commercial banks;

1. Clause 1 of Article 13 is amended as follows:

DECISION:

Article 1. "1. The Board of Directors decides the price for offering shares in accordance with the provisions of the law. In cases where the offering price is higher than the nominal value of the share, it must be approved by the General Meeting of Shareholders, and the difference shall be recorded in the supplementary capital reserve fund."

2. Article 22 is amended as follows:

"1. The charter capital of a joint-stock commercial bank may be increased through the issuance of new shares or supplemented from the supplementary capital reserve fund, revaluation of fixed assets, and other funds in accordance with the law, but such actions must be approved by the General Meeting of Shareholders and must be approved in writing by the State Bank before implementation.

2. Handling changes in the charter capital in cases where a joint-stock commercial bank must reduce its charter capital:

2.1. Situations requiring mandatory reduction of the charter capital:

a) Losses for three consecutive years; the joint-stock commercial bank must decide to reduce its charter capital corresponding to the cumulative losses up to the third year;

b) Investment capital that has been determined or decided by competent authorities to be losses in operations after risk provisions have been made;

c) Capital contributions from illegal sources or contributors who do not meet the qualifications of shareholders as concluded by the Inspectorate;

d) Reduction in the valuation of fixed assets when revaluing assets in accordance with the law.

2.2. In the situations mentioned in point 2.1 of this clause, the joint-stock commercial bank must convene an extraordinary general meeting of shareholders or include it in the annual general meeting to decide on measures to reduce the charter capital after using other financial measures (Using the supplementary capital reserve fund to offset; Adding more capital to address...) without success. The reduction in the charter capital is linked to a reduction in the par value or the number of shares, or both simultaneously.

2.3. In cases where the charter capital after reduction is lower than the minimum capital requirement and within six months the joint-stock commercial bank does not have a solution to remedy the situation, the branch of the State Bank will handle according to current regulations for credit institutions that do not meet the minimum capital requirement."

3. Clause 5 of Article 25 is amended as follows:

"5. After changing the level of charter capital according to the approval document of the State Bank, the joint-stock commercial bank must register with the competent state authority regarding the new level of charter capital while implementing the publication of the change in charter capital in central and local newspapers in accordance with the law. Within five days from the date of registration with the competent state authority regarding the new level of charter capital, the joint-stock commercial bank must send a copy of this document (certified by a Notary Public) along with a list of new shareholders contributing capital (in case of increasing the charter capital) and the entire list of shareholders after the change in charter capital to the State Bank of Vietnam (Department of Commercial Banks and Branches of the State Bank located at the main office)."

4. Point b of Clause 2 of Article 28 is amended as follows:

"2. The General Meeting of Shareholders may be convened upon:

b) Request of a shareholder or group of shareholders holding more than 10% of the ordinary shares continuously for at least six months or a smaller ratio as stipulated in the Charter of the joint-stock commercial bank;"

The Head of the Office of the State Bank, the Director of the Department of Commercial Banks and Non-Bank Financial Institutions, the Head of the Inspectorate of the State Bank, the Heads of relevant units under the State Bank of Vietnam, the Directors of the branches of the State Bank in provinces and centrally-administered cities; the Chairman, members of the Board of Directors, Supervisory Board, and General Manager (Director) of state-owned and people's joint-stock commercial banks are responsible for implementing this Decision./.

b) The request of shareholders or a group of shareholders holding more than 10% of the ordinary shares continuously for at least six months or a lower ratio as specified in the Articles of Association of the Joint Stock Commercial Bank;"

Article 2. This Decision takes effect fifteen days after the date of signature.

Article 3. The Head of the State Bank of Vietnam’s Office, the Director of the Department of Commercial Banks and Non-Bank Credit Institutions, the Inspector General of the State Bank of Vietnam, the Heads of relevant units under the State Bank of Vietnam, the Governors of the State Bank of Vietnam Branches in provinces and centrally governed cities; the Chairman, members of the Board of Directors, Supervisory Board, and General Director (Director) of state-owned and people's joint stock commercial banks shall be responsible for implementing this Decision./.