Decision No. 46/2007/QD-NHNN dated December 25, 2007 of the State Bank of Vietnam amending and supplementing a number of Articles and Clauses of the Regulation on the grant of licenses for the establishment and operation of joint-stock commercial banks, promulgated together with the State Bank Governor’s Decision No. 24/2007/QD-NHNN of June 7, 2007

DECISION

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES AND CLAUSES OF THE REGULATION ON THE GRANT OF LICENSES FOR THE ESTABLISHMENT AND OPERATION OF JOINT-STOCK COMMERCIAL BANKS, PROMULGATED TOGETHER WITH THE STATE BANK GOVERNORS DECISION NO. 24/2007/QD-NHNN OF JUNE 7, 2007

THE STATE BANK GOVERNOR

Pursuant to the 1997 Law on the State Bank of Vietnam and the 2003 Law Amending and Supplementing a Number of Articles of the Law on the State Bank of Vietnam;

Pursuant to the 1997 Law on Credit Institutions and the 2004 Law Amending and Supplementing a Number of Articles of the Law on Credit Institutions;

Pursuant to the Governments Decree No. 52/2003/ND-CP of May 19, 2003, defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

Pursuant to the Scheme on criteria for the establishment of banks in Vietnam, which was approved by the Government in Official Letter No. 6408/VPVP-KTTH of November 3, 2006;

At the proposal of the director of the Department for Banks and Non-Bank Credit Institutions,

DECIDES:

Article 1. To amend and supplement a number of articles and clauses of the Regulation on the grant of licenses for the establishment and operation of joint-stock commercial banks promulgated together with the State Bank Governors Decision No. 24/2007/QD-NHNN of June 7, 2007, as follows:

1. To amend and supplement Point c, Clause 1 of Article 5, as follows:

c/ Capital contributed for the establishment of a bank:

(i) An organization or individual may not use money entrusted by or borrowed from other organizations or individuals for capital contribution and shall take full responsibility for the legality of contributed capital sources;

(ii) Capital contributed by organizations for the establishment of a bank must meet the following conditions:

- For credit institutions: After fully contributing the committed capital amounts, they shall comply with the State Banks current regulations on operation safety for credit institutions;

- For organizations other than credit institutions: Owner capital minus long-term investments funded by owner capital, and short-term assets minus short-term debts must be at least equal to the committed capital amount (the specific way of calculation specified in Appendix 5 - not printed herein);

(iii) The above requirements at Point (ii) shall be determined based on organizations financial reports prescribed at Point b(vii), Clause 5 of Article 10 (for dossiers of application for in-principle approval) and Clause 10 of Article 11 (for dossiers of application for a license) of this Regulation.

2. To amend and supplement Point a (ii), Clause 5 of Article 10, as follows:

(ii) Apart from the above application, a founding shareholder or a shareholder owning 5% or more of charter capital of a bank shall produce the following documents:

- His/her resume (Appendix 2) and judicial record, as prescribed by law;

- His/her declaration of income or assets valued at VND 100 million or more, made according to the form prescribed by the State Bank (Appendix 6 - not printed herein);

- His/her written commitment to support the bank when it lacks capital or liquidity.

3. To amend and supplement Point b(vii), Clause 5 of Article 10, as follows:

(vii) The latest financial report (made within 90 days before the time of making a written request for establishment of a bank prescribed in the Clause 1, Article 10 of this Regulation), which is made according to Vietnamese accounting standards.

4. To amend and supplement Clause 10 of Article 11, as follows:

10. The latest financial report of an institutional shareholder owning 5% or more of charter capital of a bank or an institutional founding shareholder (which is made within 180 days before the time of application for a bank operation and establishment license) already audited independently by an audit company on the list of audit organizations that meet enterprise audit standards promulgated by the Ministry of Finance.

If in the dossier of application for in principle approval the financial report defined at Point b(vii), Clause 5, Article 10 of this Regulation of an institutional shareholder owning 5% or more of charter capital of the bank or an institutional founding shareholder has been audited independently by an audit company on the list of audit organizations that meet enterprise audit standards promulgated by the Ministry of Finance, the preparation board needs not submit the report defined in this Clause in die dossier of application for a license.

5. To add Appendices 5 and 6 (enclosed with this Decision - not printed herein).

Article 2. This Decision takes effect 15 days after its publication in CONG BAO.

Article 3. The directors of the Office and the Department for Banks and Non-Bank Credit Institutions, heads of concerned units under the State Bank of Vietnam, directors of the State Banks provincial/municipal branches, chairmen and members of Managing Boards, heads and members of Control Boards and general directors of joint-stock commercial banks, and concerned organizations and individuals shall implement this Decision.