Thông tư 10/2011/TT-NHNN

CIRCULAR

STIPULATING THE CRITERIA FOR SELECTING STRATEGIC SHAREHOLDERS TO THE EQUITIZED STATE-OWNED COMMERCIAL BANKS

Pursuant to the Law on State Bank of Vietnam No. 46/2010/QH12 June 16, 2010;
Pursuant to the Law on Credit Institutions No. 47/2010/QH12 June 16, 2010;
Pursuant to the Decree No.96/2008/ND-CP August 26, 2008 of the Government regulating functions, tasks, powers and organizational structure of the State Bank of Vietnam;
Pursuant to the Decree No.109/2007/ND-CP dated June 26,2007 of the Government on conversion of enterprises with 100% state owned capital into shareholding companies;
Pursuant to the Decree No.69/2007/ND-CP dated April 20, 2007 of the Government on the purchase of shares of Vietnamese commercial banks by foreign investors;
According to the guidance of the Prime Minister in the official dispatch No.7054/VPCP-DMDN dated October 12, 2009 of the Government's Office on the criteria for selecting strategic shareholders to the equitized state-owned commercial banks;
The State Bank of Vietnam (hereinafter called as the State Bank) stipulating the criteria for selecting strategic shareholders to the equitized state-owned commercial banks as follows:

Article 1. Scope and subjects of application

1. This Circular stipulating the criteria for selecting strategic shareholders to the equitized state-owned commercial banks.

The approval of strategic shareholders to the state-owned commercial banks is implemented according to provisions in Decree No.109/2007/ND-CP dated 26/6/2007 of the Government on conversion of enterprises with 100% state owned capital into shareholding companies and other provisions of relative law.

2. This Circular applies to the equitized state-owned commercial banks, including:

a) The state-owned commercial banks being-equitized;

b) The state-owned commercial banks equitized but have not yet listed in the stock market;

c) The state-owned commercial banks equitized and listed in the stock market.

Article 2. Objects and requirements

1. The state-owned commercial banks that are equitized, select strategic shareholders aiming at seeking investors with reputation, financial capacity and ability to support equitized state-owned commercial banks for:

a) Improving administration, governance capacity, risk management;

b) Applying modern technology;

c) Developing products, banking services;

d) Developing other fields in compliance with development strategy of equitized state-owned commercial banks;

2. The strategic shareholders of the equitized state-owned commercial banks must satisfy the following requirements:

a) Having strategic interests suitable to the development strategy of equitized state-owned commercial banks;

b) Having no a creation of conflict of interest;

c) Having no a creation of a monopoly in unfair competition for customers, other investors of the equitized state-owned commercial banks and for other credit institutions.

 Article 3. Setting up criteria for selecting the strategic shareholders

The strategic shareholders must satisfy at least the following criteria:

1. For the foreign strategic shareholders:

a) Being a foreign credit institution or foreign financial institution with total assets equivalent to at least 20 (twenty) billion U.S. dollars in the preceding year of the year of enrollment to be strategic shareholders;

b) Having over 05 (five) years experience in international activities;

c) Being rated by the international independent rate organization (Moody's, Standard & Poor's, Fitch Rating ...) at a level that the ability to implement the financial commitments and normal operation even when the situation, conditions of economy changed to the unfavorable trend;

d) Being not a strategic shareholder, major shareholder, founding shareholder of any credit institution in Vietnam;

đ) Having written commitments on assisting the equitized state-owned commercial bank in the fields specified in Clause 1 Article 2 of this Circular and a long-term close commitment to the equitized state-owned commercial bank.

2. For the domestic strategic shareholders:

a) Being enterprises with experience, good governance capacity;

b) Having total assets equivalent to at least 3,000 (three thousand) billion U.S dollars in the preceding year of the year of enrollment to be strategic shareholders;

c) Having sufficient contributed capital resources: equity minus any long-term investment amount by equity and short-term assets minus short-term debts, the minimum remaining equal to the contributed capital upon the registration to be strategic shareholders;

d) Having profit rates on equity (ROE) more than 15%, the profit rate on assets (ROA) more than 1% of the preceding year of the year of enrollment to be strategic shareholders, having a positive net profit for three consecutive years before the year of enrollment to become strategic shareholders;

đ) Having no bad debt in the credit institutions;

e) Being not a strategic shareholder, major shareholder, the founding shareholder in any credit institution in Vietnam at the time of enrollment to be strategic shareholder;

g) Having written commitment on assisting the equitized state-owned commercial bank in the fields specified in Clause 1 Article 2 of this Circular;

h) Having written commitment that not to transfer the shares to be purchased in minimum period of 5 years from date of purchase of shares, of becoming a strategic shareholder and not conduct any transactions with equitized state-owned commercial banks which lead to conflicts of interest and create a monopoly or unfair competition with customers, other investors of equitized state-owned commercial banks and to other credit institutions;

i) For the domestic strategic shareholders being credit institutions, besides the conditions referred to in point a, b, c, d, đ, e, g and h Clause 2 of this Article must satisfy the following criteria:

- Maintaining the limitations to ensure the safe in operations of credit institutions according to provisions of the State Bank;

- Having capital adequacy ratio (CAR) of preceding year of the year of enrollment to be strategic shareholders over 10%;

- Having bad debt ratio of preceding year of the year of enrollment to be strategic shareholders under 2%;

- Credit institutions are not entitled to buy shares of equitized state-owned commercial banks in which such banks are the shareholders, capital contribution member of such credit institutions at the time of enrollment to be strategic shareholders.

Article 4. Selection of strategic shareholders 

Pursuant to the provisions of this Circular, the equitized state-owned commercial banks set up specifically criteria for selecting the strategic shareholders to put into the contents of the scheme of State-owned commercial bank equitization (for state-owned State commercial banks being equitized) or the plan of selecting strategic shareholders (for state-owned commercial banks equitized) submitting to the Prime Minister for approval and are only used criteria of selecting strategic shareholders to implement the selection of strategic shareholders after being approved by the Prime Minister.

Article 5. Implementation provisions

1. This Circular takes effect on June 01, 2011.

2. Chief Office, Heads of Inspectorate, bank supervisors, heads of units under the State Bank, chairmen of management boards of equitized state-owned commercial banks is responsibility for the implementation of this Circular.