Thông tư 26/2012/TT-NHNN

CIRCULAR

GUIDING THE APPROVAL PROCEDURES OF THE STATE BANK OF VIETNAM FOR LISTING SHARES OF JOINT-STOCK CREDIT INSTITUTIONS ON THE DOMESTIC AND FOREIGN SECURITIES MARKET

Pursuant to the Law on the State bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on credit institutions No. 47/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Securities No. 70/2006/QH11 dated June 29, 2006; the Law on amending and supplementing a number of articles of the Law on Securities No. 62/2010/QH12 dated November 24, 2010;

Pursuant to the Government's Decree No. 58/2012/NĐ-CP dated July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on amending and supplementing a number of articles of the Law on Securities;

Pursuant to the Government's Decree No. 96/2008/NĐ-CP on August 26, 2008 defining the functions, tasks, powers and organizational structure of the State bank of Vietnam;

At the request of the Chief banking inspector and supervisor,

The Governor of the State bank of Vietnam promulgates the Circular guiding the approval procedures of the State bank of Vietnam (hereinafter referred to as the State bank) for listing shares of joint-stock credit institutions on the domestic and foreign securities market

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular guides the approval procedures of the State bank for listing shares of joint-stock credit institutions on domestic and foreign securities market (hereinafter referred to as listing on the securities market)

Article 2. Subjects of application

1. The joint-stock credit institutions, including:

a) Joint-stock commercial banks;

b) Joint-stock financial companies;

c) Joint-stock finance leasing companies.

2. Organizations and individuals related to the listing of shares of joint-stock credit institutions on the securities market.

Article 3. The rules for making the application for the approval for the listing on the securities market

1. The credit institution must make the application in Vietnamese. The Vietnamese copies and Vietnamese translations must be authenticated by competent agencies as prescribed by law.

2. The application for the approval for listing a joint-stock credit institution on the securities market must be signed by the its legal representative. The legal representatives of the joint-stock credit institution may authorize another person to sign.

3. The application of the joint-stock credit institution must be sent to the State bank (the Banking inspection and supervision department) directly or by post.

Article 4. The effect of the written approval of the State bank for listing on the securities market

1. The written approval of the State bank takes effect on the day of its signing.

2. The written approval of the State bank is invalidated in the following cases:

a) The joint-stock credit institution fails to list their shares on the securities market within 12 months as from the State bank signs the written approval.

b) The shares of the joint-stock credit institution is delisted at every Stock Exchange where they were listed.

3. When the joint-stock credit institution wishes to list more shares on the domestic and foreign securities market, the listing shall comply with law provisions on securities of Vietnam and the foreign countries, without obtaining approval from the State bank.

Chapter 2.

APPROVAL PROCEDURES FOR LISTING JOINT-STOCK CREDIT INSTITUTIONS ON THE SECURITIES MARKET

Article 5. Conditions for listing joint-stock credit institutions on the securities market

1. The shortest operation time is 02 years at the time of applying.

2. The actual value of the charter capital at the time of applying is not lower than the legal capital as prescribed by current law provisions.

3. The business is profitable according to the audited consolidated Financial statements and audited separate Financial statements in 02 consecutive years prior to the year when they apply.

4. Complying with the restrictions for ensuring the security of the operation of credit institutions prescribed in Article 129 and Clause 1 Article 130 in the Law on credit institutions, and the guidance of the State bank applicable to such provisions in 06 consecutive months prior to the time they apply.

5. The bad debt ratio < 3% compared to the total outstanding debt at the end of the quarter in 02 quarters preceding the quarter when they apply.

6. The debts are classified and loan loss reserves are built as prescribed by the State bank at the end of the quarter preceding the quarter when they apply.

7. Within 12 months prior to the time of applying, the joint-stock credit institution must not incur total fines of 30 million VND or more for administrative violations of finance and banking.

8. At the time of applying, the composition of the Board of Directors, the Control Board of the joint-stock credit institution must be consistent with current law provisions.

9. At the time of applying, the joint-stock credit institution has the internal audit department and the internal control system that comply with Article 40 and Article 41 of the Law on credit institutions and relevant law provisions.

Article 6. The application for the approval for listing on the securities market

1. The written request of the joint-stock credit institution for the approval from the State bank for listing on the securities market (under the form in Annex I promulgated together with this Circular).

2. The Resolution of the General assembly of shareholders on the approval for listing on the securities market.

3. The audited consolidated Financial statements and audited separate Financial statements in 02 consecutive years prior to the year of application. If the audited Financial statement of the year prior to the year of application is not available, the joint-stock credit institution must send the report on the business results and the Balance sheet of that year, together with a written commitment to provide the Financial statements after being audited.

4. The written authorization must be made in accordance with law provisions (when authorizing).

Article 7. The procedures for approving the listing on the securities market

1. The joint-stock credit institution shall make and send 01 dossier, as prescribed in Article 6 of this Circular, to the State bank (the Banking inspection and supervision department).

2. Within 40 days as from receiving the complete dossier as prescribed in Article 6 of this Circular, the State bank shall give written approval or refusal of listing the joint-stock credit institution on the securities market; the refusal must be explained in writing.

3. After the written approval given by the State bank for listing the joint-stock credit institution on securities market takes effect, the joint-stock credit institution must apply for listing on securities market as prescribed by law provisions on securities.

Chapter 3.

RESPONSIBILITY OF JOINT-STOCK CREDIT INSTITUTIONS AND RELEVANT UNITS

Article 8. Responsibility of joint-stock credit institutions:

1. Making the complete dossier as prescribed in Article 6 of this Circular to request the State bank to approve the listing on the securities market.

2. Being responsible for the accuracy of the dossier and reports sent to the State bank as prescribed in this Circular.

3. Sending the copies of the written approval or refusal of the listing from domestic and foreign Stock Exchanges to the State bank (the Banking inspection and supervision department) within 05 working days as from receiving the documents.

4. Sending written reports to the State bank (the Banking inspection and supervision department) when the shares of the joint-stock credit institution are delisted within 10 working days as from receiving the delisting decision from the Stock Exchange. The report must specify the reason for delisting shares.

Article 9. Responsibility of the Banking inspection and supervision department

1. Assessing the adherence to this Circular of joint-stock credit institutions; giving dissenting or assenting opinions and submit them to the Governor of the State bank for decisions within 15 working days as from receiving the application for the approval for listing on the securities market from the joint-stock credit institution.

2. Receiving the reports prescribed in Article 8 of this Circular; considering and suggesting the measures for handling arising issues (if any) related to the listed joint-stock credit institutions the Governor of the State bank.

Chapter 4.

IMPLEMENTATION PROVISIONS

Article 10. Effects

1. This Circular takes effect on October 29, 2012.

2. As from this Circular takes effect, the Decision No. 787/2004/QĐ-NHNN dated June 24, 2004 of the Governor of the State bank, temporarily providing for the application of joint-stock commercial banks for listing and issuing shares to the public, is superseded.

Article 11. Implementation organization

The Chief officers, Chief banking inspector and supervisor, Heads of relevant units affiliated to the State bank, the Directors of branches of the State bank in central-affiliated cities and provinces , the Presidents and members of the Board of Directors, the President and members of the Control Board, and the General Directors (Directors) of joint-stock credit institutions are responsible for implementing this Circular.