IT ' S SMART

Reorganization of the organization's organization.

________________

Vietnam State Bank Law School No. 46 /2010/QH12 June 16, 2010;

The Code of Credit: 47 /2010/QH12 June 16, 2010;

The National Enterprise Law Base 68 /2014/QH13 November 26, 2014;

The National Competition Law Base 27 /2004/QH11 December 3, 2004;

Base of Protocol 156 /2013/NĐ-CP November 11, 2013 the Government regulates the functions, duties, powers, and organizational structure of the State Bank of Vietnam;

On the recommendation of the Chief Inspector, the bank oversight;

The Governor of the State Bank of Vietnam issued a statement of reorganization of the credit organization.

Chapter I

GENERAL REGULATION

What? 1. The adjustment range

1. This information regulates the reorganization of the credit organization under the form of mergers, merging, converting the legal form of the credit organization.

2. The organization credit is the LLC a member of the state owned by 100% of the charter that converts to a corporation that is made in accordance with the law on the transformation of the state company to a holding company.

3. The bank of the capital trade, which buys the shares of the credit organization that leads to the transformation of the legal form of the credit organization implemented by the regulation of the State Bank of Vietnam (later known as State Bank) on conditions, records, sequence and order. Credit card acquisition, share of credit.

4. The Bank of the State Bank, which buys the shares of the special-controlled credit organization which leads to the conversion of the legal form of the credit organization implemented by the Prime Minister ' s provisions on the contribution of capital, buy the compulsory stake of the credit organization. We have special control.

5. The reorganization of the Government ' s Organizational Credit Organization on the restructuring of the system of credit organizations implemented under the Government of Government, the Prime Minister, the authority of the authority to approve and follow the order, the procedure stipulated in this Information.

6. The reorganization of the people ' s credit fund, the microfinance organization implemented by the own regulation of the State Bank.

What? 2. Subject applies

1. Credit organizations include:

a) Bank of Commerce;

b) The financial company.

2. Organization, individuals with regard to the reorganization of the credit organization.

What? 3. Explain words

In this Information, the words below are understood as follows:

1. Credit Organization Merger is the one or several credit organizations (later called the merged credit organization) to move the entire property, rights, obligations, and benefits to another credit organization (later known as the merger recipient credit organization), at the same time ending the existence of a credit organization. The credit organization's being merged.

2. United Credit: is two or several credit organizations (later called the merged credit organization) to move the entire property, rights, obligations and legitimate interests to form a new credit organization (later known as the merge credit organization), at the same time an end to the event. The existence of the most incorporated credit organizations.

3. Post-merger credit. is the credit organization that receives the merger after being approved by the State Bank.

4. The credit organization joins us. is the merged credit organization, the integration credit organization.

5. Credit organization, merge. The credit organizations merged, the credit organization was merged.

6. Credit organization. is the most incorporated credit organization that is incorporated by the incorporated credit organizations that have been authorized to lead to the handling of problems related to the merger of credit organizations.

7. Credit organization after reorganization. is the post-merger credit organization, the most integrated credit organization, the legal form of conversion credit.

8. The authorities have the authority of the credit organization. is the authority with the authority to decide the merger, merge, transform the legal form of the credit organization by the rule of law and the Charter of the credit organization.

What? 4. The reorganization of the credit organization

1. The merged cases of the organization Credit:

a) The Commercial Bank, the financial firm merged into a commercial bank;

b) The financial firm merged into a financial firm.

2. The merged cases to organize credit:

a) The commercial bank merged the commercial bank into a commercial bank;

b) The commercial bank merged the financial company into a commercial bank;

c) The financial firm incorporated the financial company into a financial firm.

3. The case of conversion of the legal form of credit organization:

a) The Commercial Bank, the financial firm that transformed from a limited liability company to a holding company and vice versa;

b) The commercial bank, the financial firm that transfers from a limited liability company a member of the two-member LLC becomes up and vice versa.

What? 5. Preliminary filing principle

1. The proposed filing for the reorganization of the credit organization is set up 1 in Vietnamese. Records in foreign languages must be legally legalised and translated into Vietnamese, except for the case of the legally exempt case legally required by Vietnamese law.

2. Paper copies, the text is a copy issued from the original book or copy that has a certificate or a copy with the main menu for the reference. In the case that the applicant file a copy of a copy with the main menu to match, the opponent is responsible for confirming the accuracy of the copy compared to the main one.

3. In the case file must have a document catalog.

What? 6. The operational range of the following credit organization

1. The operational range of the post-organization credit organization must be consistent with the operational range of each type of credit organization under the rule of law.

2. The operating range of the following credit organization is the activities of the merged credit organization. The post-merger credit organization is added to the activities of the merged credit organization if it meets all the operating conditions under the rule of law.

3. The operating range of the most credit organization is that the activities of the credit organizations are merged if the merger credit meets enough of the conditions operating under the rule of law.

4. The operational range of the legal formalization credit organization is the activities of the credit organization that is legally transformed.

What? 7. Organizational Counseling.

1. Credit organizations to merge, merge, the credit organization that is converted legally used by the use of the consulting services.

2. The organizational advisory organization must meet all the following conditions:

a) The organization is allowed to provide consulting services in the field of finance, banking;

b) Advisory organization, manager, operator, large shareholder, owner, member of the advisory body of non-relevant consultable, customer is being granted unwarranable credit, granting credit to the preferable conditions of the credit organizations. merged to merge, merge, the credit organization is transformed legally;

c) Not to implement financial advice, banks for credit organizations to merge, merge, the credit organization that is transformed legally in legal form over the next 3 years prior to the year of filing a proposal for reorganization.

What? 8. The announcement of the reorganization of the credit organization

1. After the State Bank approved the principle of mergers, merger, legal formalization, credit organizations participation in mergers, merger, credit organization conversion of legal formalization must publish on the information media of the Bank of the United States. The State Department, on a nationwide daily newspaper in the 03 consecutive number or Vietnamese e-newspapers during the 7-day period of work and must be listed at headquarters, branches, trading rooms, and subordinated units of the following information:

a) Number, the text date of the State Bank on the approval of the principle of mergers, merger, transformation of the legal form of credit organization;

b) Name, the main headquarters of the credit organization participation organization, merge, the credit organization is transformed legally;

c) The regulatory capital of the credit participation organization, merge, the credit organization is transformed legally at the time of filing a proposal to approve the principle of mergers, merge, conversion of legal form;

d) The representative under the law of the credit organization participating in the merger, which is united, the credit organization is transformed legally;

Information about the following credit organization, including: name, address of the headquarters; the charter capital; the representative of the law; the organizational form; the type of activity.

2. After the State Bank approved the merger, merger, legal formalization, the post-reorganization credit organization must publish on the Information Media of the State Bank, on a daily written newspaper in the country in the 03 consecutive numbers. or Vietnamese e-newspapers in the 07-day period of work and must be listed at headquarters, branches, trading rooms, and units of the following information:

a) Number, the text date of the State Bank on the approval of the merger, merge, the transformation of the legal form of credit organization;

b) Number, the date of the creation and operation license, the Enterprise Registration Certificate or the equivalent text of the following credit organization;

c) Name, address the headquarters of the following credit organization;

d) The provisions of the following credit organization;

The man who came to the law of the post of credit after the reorganization;

e) The organizational form of the following credit organization;

g) The list, the capital ' s capital of founding, large shareholder, strategic shareholder, capital member, owner of the post-organization Credit:

h) The date of the opening of the operation to the merger credit organization, the credit organization conversion of the legal form;

i) The official information termination of the operation of the merged credit organization, the most integrated credit organization, the credit organization that is transformed into a legal form included:

(i) Name, headquarters address;

(ii) Number, date of the establishment and operation permit, Enterprise Registration Certificate or equivalent text;

(iii) charter capital;

(iv) The man who was represented by the law.

(v) Date of operation.

3. Credit organizations join the merger, which is agreed to be agreed upon, and unified public information in paragraph 1 Article.

Chapter II

MERGER, MERGER OF CREDIT ORGANIZATION

What? 9. The principle of merger, merge

1. Practice by agreement; ensure the normal operation of the credit organization; guarantee the legal rights and benefits of the customer during the merger, merge.

2. comply with the regulation at this message and the regulation of the relevant legislation.

3. Information security aims to ensure the stable operation of the merged participation credit organization, which is merged before the Merger Scheme, which is agreed upon by the competent authority of the credit organization through. The records, documents related to the merger, the incorporation of the credit organization must ensure that the principle of caution, honesty, accuracy, is not misleading.

4. Serious evacuation of property in all forms. The transfer, purchase of assets in the merger process, incorporated public, transparent, regulatory compliance, regulatory compliance, and the agreement of the parties, ensuring property safety and not affecting the rights of the credit organization participating in the organization. merged, merge, organization and individual related to the merger, merge.

5. The establishment and operation of the credit organization is merged out of force when the merger credit is opened. The establishment and operation of the merged credit organization expires when the credit organization follows the business registration merger.

What? 10. merger conditions, merge

1. The credit organization participin in the merger, the merger must fully meet the following conditions:

a) Not in the case of a banned economic focus, unless the case is exempt from the banned economic focus under the law of competition law;

b) There is a merger scheme, which is united by regulation at Article 13 This is the decision by the competent authority of the credit organizations to merge, merge through.

2. After the merger, merger, the following credit organization, the merger credit must ensure compliance with the laws of law on the limits, safety assurance rates, share of the equity, equity ownership, and banking conditions.

What? 11. File recommended merger approval

1. The offer profile approx the principle of merger:

a) A petition for the approval of the merger by the legal representative of the credit organizations joined by the prescribed form at Annex 01 issued by this Information;

b) The text of the merged credit organization authoritfully to the credit organization to receive a merger of the incorporation of the work involved in the regulation of the specified merger in this Information;

c) The copy of the license to establish and operate with a copy of the approved documents related to the modification, the addition of the License; the Enterprise Registration Certificate or the equivalent text of the credit organizations participating in the merger;

d) The text of the credit organizations involved in the merger report on the non-violation of the economic focus rules; or the answer text of the competitive governing body in the case of the economic focus must inform; or the decision to enjoy the exemption of the public. the competent organ in the case of economic centralization is entitled to the exemption under the rule of competition law;

This is a proposed merger in Article 13 of this article;

e) The resolution, resolution, decision of the agency with the decision authority of the credit organizations to merge through the merger scheme, the merger of the merger, the charter of the credit organization following the merger and other issues related to the merger of the organization. Credit:

g) The merger contract has been determined by the decision authority of the credit organizations participating in the merger through and is legally represented by the representative of the credit organizations in the merger, which must have the content primarily prescribed at the site of the merger. a 2 Article 195 Business Law;

h) The financial reporting for 3 years adjacent to the prior year of the filing offer approval of the merger principle of the merged participation trust organizations is audested by the independent audit organization and has no opinion except. The case at the time of filing a proposal to approve the unsigned merger principle of the adjacent year's financial report, filed an unaudable financial report and had to submit the auditor's account immediately after the audit. released the audit report. The credit organization participation in the merger is responsible for the filing of the filed financial statements.

2. File recommended merger approval:

a) The text of the legal representative of the proposed merger credit organization:

(i) The merger agreement, the change in the charter capital; confirm the Charter registration of the following credit organization;

(ii) Accept other content (if any);

b) The filing recommended the State Bank approx the regulation at point a (ii) paragraph by the regulation of the State Bank and the regulation of the relevant law;

c) The resolution, resolution, decision of the agency with the decision authority of the credit organizations to join the merger through the changing content at the Mergers Scheme and other matters related to the merger (if any);

d) The text of the legal representative organization of the incorporation credit statement specifies the content changes compared to the Merger Scheme submitted by the Governor of the Bank of the State approved of the principle of mergers (if available);

The official representative text of the legal representative organization of the merged credit for the organization of credit after the merger guarantees compliance with the provisions of Article 2 of this Article 10.

What? 12. Profile of the United States.

1. The proposed file approx the most plausible principle:

a) The proposed merger agreement by the legal representative of the most contracted credit organizations by the prescribed pattern at Annex 01 issued this message;

b) The text of the authorized credit organizations delegated to the representative credit for the representation of the representation of work related to the merger under the provisions of this Information;

c) The copy of the license to establish and operate with a copy of the approved documents related to the modification, the addition of the License; the Enterprise Registration Certificate or the equivalent text of the registered credit organizations;

d) The text of the alleged credit organizations report on the non-violation of the economic focus rules; or the answer text of the competitive governing body in the case of an economic focus must inform; or the decision to give the exemption of the agency ' s authority. have jurisdiction in the case of economic centralization that is entitled to exempt under the law of competition law;

This is the most plausible one in Article 13 of this article;

e) The resolution, resolution, decision of the body with the decision authority of the most merged credit organizations through the Merger Scheme; Merge Contract; the Charter of the Charter of the Consolidated credit organization, the list of personnel expected to be elected, appointed the posts. a member of the Board of Directors, Member Council, Board of Control of the Merger Credit Organization and other issues related to the merger of the credit organization;

g) The merger contract was determined by the decision authority of the incorporated credit organizations and was signed by the legal representative of the signed credit organizations, which must have the content primarily prescribed at a point of a paragraph 2. Article 194 Corporate Law;

h) Financial reports in the 03 years adjacent to the previous year filing a proposed approval principle of the merger of the incorporated credit organizations is audested by the independent audit organization and no external opinion. The case at the time of filing a proposal to approve the principle of the merger without the financial report of the adjacent year was audested, the financial report was not audested and the financial statements were filed soon after the audit was held. released the audit report. The most incorporated credit organization responsible for the contents of the financial report filed;

i) The Charter of the Charter of the Merger Credit Organization has been determined by the decision authority of the merged credit organizations through;

l) Predraft basic internal regulations on the organization and operation of the merger credit organization, the minimum includes the regulation of internal regulations in paragraph 2 Article 93 of the Rules of Credit organizations and the following regulations:

(i) Regulation of the organization and operation of the Board of Directors, Board of Member, Board of Control, Operator;

(ii) Regulations on the organization and operation of its headquarters, branch and other subordinated units;

l) The expected personnel list is elected, to appoint the titles of the Board Member, Board Member, Board of Control, General Manager (Director) of the merged credit organization;

m) The document proves that the personnel response is eligible, conditional on the titles of board members, Board members, the Board of Control, the Director General (Director) of the merger credit organization.

2. Profile of the merger agreement:

a) The text of the legal representative of the proposed representative credit organization:

(i) Agreement agreement, change in capital; confirm Charter registration;

(ii) Accept other content (if any);

b) The filing recommended the State Bank approx the regulation at point a (ii) paragraph by the regulation of the State Bank and the regulation of the relevant law;

c) The validity of the merger credit organization is determined by the decision authority of the merger credit organization through;

d) The resolution, resolution of the decision by the competent organ of the decision of the credit organizations to be merged through the changed content at the Merger Scheme and other matters related to the merger (if any);

The text of the legal representative of the legal representation of a representative credit specifies that the content changes to the proposed merger proposal by the Governor of the Bank of the State approved the principle of unity (if any);

e) The resolution of the agency has the authority to decide the decision of the merger credit through the Charter; the election, appointment of the titles of the Board Member, Board Member, Board of Control; the regulation of the organization and operation of the Board of Directors. The Board of Membership, the Board of Control of the Merger Credit and other matters related to the merger credit organization;

g) The board of the Board of Directors, the Council Member of the Board of Merger Credit on the election of the Chairperson of the Board of Directors, Chairman of the Board; the Editorial Board of the Board of Control of the Merger Vote on the election of the Board of Control -

h) The decision of the Board of Directors, the Board Member of the Merger Agreement on the appointment of the title of General Manager (Director), Deputy Director General (Deputy Director), Chief Accounting;

i) The internal regulations on the organization and operation of the merged credit organization stipulate at the point k 1 This has been decided by the competent authority, the Board of Directors, Council of members of the merged credit organization through;

) The committed text of the legitimate representative of the credit organization's representation of the merger credit guarantees compliance with the provisions of Article 2 of this Article 10.

What? 13. Merger, merge

1. The merger scheme, which is agreed to be determined by the competent authority of the credit organizations participating in the merger, merge through and is joined by the legal representative of the credit organizations participating in the merger, merging with the same name, stamped and responsible. All right

2. The merger project, the minimum merger must have the following content:

a) Name, address, electronic information page (if any) of the credit organization participation in mergers, merge;

b) Name, address and telephone number of the owner, Chairman and Member of the Board, President and Member of the Board Member, Head and Board Member, General Manager (Director) of the credit organization participating in mergers, cooperation, and management of the board. Yes.

c) Reason to merge, merge;

d) Summary of the financial situation and the operational results of the Credit participation participation organization, merge in the 03 years adjacent to the previous year filing the proposed merger principle, merge;

The real value of the charter capital, bad debt, the limits, the safety guarantee rate in operation and compliance with the limits, this rate of credit organization participation in the merger, merge before the merger, merge; the charter capital of the credit organization following the merger. Enter, the best credit organization.

e) merger routes, merge;

g) The method and time of capital conversion, equity; forms of capital conversion, equity, and corresponding rate of conversion;

h) The organization of the meeting of the agency with the decision authority of the credit organizations to merge, merge, the credit organization after the merger, the credit organization merge with the conditions, the composition, the meeting format, the manner of voting in accordance with the rules. the law and charter of the credit organization to pass the merger, merge; the authorization for the credit organization to receive a merger, the credit organization representing the convening of this meeting;

i) The rights, obligations of the credit organizations participating in the merger, merge, relevant organizations and individuals (if any);

l) The processing method for labourers working at the credit organization participation organization, merge;

l) The list and capital contribution of the founding shareholder, shareholder, member of the credit organization's capital following the merger, the most integrated credit organization;

m) Expected for the scheme of organizational, personnel, network of operations and other issues related to the organization and operation of the credit organization following the merger, the most integrated credit organization;

n) The conversion measure, which combines management information systems, internal control, internal audits, data transmission systems to ensure transparency during and after mergers, merge;

o) The expected business variation in the first 3 years of the credit organization following the merger, the merger credit organization, where the minimum must include the content: Market analysis, strategy, target and business plan; expected financial statements, and the first to be a member. of each year (the balance sheet, the business results report, the currency circulation report, the limits, the safety guarantee rate in operation, operational efficiency indicators and the ability to persuade the ability to carry out financial indicators in each year);

p) Assessment of the impact and method of processing (if any) of the merger, merge to ensure the normal functioning of the credit organizations that participate in the merger, merge and safety, the stability of the system of credit organizations;

q) The compliance of the conditions stipulated at paragraph 2 Article 10 This message.

What? 14. Presentation, merger approval procedure

1. Appropriation of the principle of mergers:

a) The credit organization that receives a merger of the proposed merger consent to approve the principle of incorporation by regulation at paragraph 1 Article 11 of this information and to send in a postal route or submit directly at the State Bank.

In the 20-day period since the date of receiving the profile mentioned above, the State Bank has the text to the confirmation credit organization that has received sufficient valid records or additional requirements, fining the case;

b) In the 30-day period since the date of the receiving of valid records, the State Bank has the text to submit the opinion:

(i) The Provincial Committee of the Provincial People, the Central City of the Central Committee where credit organizations joined the merger of the headquarters on the influence of the merger of the credit organization on social economic stability on the site and the view of the merger;

(ii) The Bank of the State Branch of the Province, the Central City of the Central District where the credit organization participate in the incorporation of the headquarters assessment of the organizational status and operation of the credit organization participation in the merger and the view of the merger;

c) In the 60-day period since the date of receiving valid records, the State Bank has a written approval of the principle of the merger of the credit organization. In the absence of approval, the State Bank has a written statement of the reason.

2. During a maximum period of 5 working days from the day the State Bank approved the principle of mergers, the credit organization participating in the implementation of the provision of information according to regulation at paragraph 1, 3 Article 8 of this.

3. Approx approval:

a) In the 60-day period since the day the State Bank approved the principle of merger, the credit organization receiving a merger sent by a postal or direct filing at the Bank of State Bank 1 proposed filing approval of the regulation at 2 Article 11. This is private. Beyond this time, the State Bank does not receive the full number of records, and the principle of the principle approx is no longer valid.

In the 10-day period of work since the date of receiving the records stated above, the State Bank has a text that sent the credit organization confirming that it has received enough valid records or additional requirements, completing the case;

b) In the 30-day period since the date of receiving enough valid records, the State Bank has a written approval document, the amendment of the established License and the operation of the credit organization to merge, confirm the Charter registration and approval of other content (if any). In the absence of approval, the State Bank has a written statement of the reason.

4. In the 45-day period since the date of the effective merger agreement, the credit organization receives the incorporation of the firm's registration procedures under the rule of law; published information under the provisions at paragraph 2 Article 8 of this and has a written statement. The report of the completion of the merger to the State Bank.

5. During the 5-day period of work since the date of the establishment and operation of the credit organization, the merged credit organization is responsible for the return of the Bank of the State Bank to be established and the operation has expired.

What? 15. Viewer, approval procedure merge

1. Accept of the principle of merging:

a) The filing of a representative credit for the filing of the proposed filing of the merger under the provisions of Article 12 of this Article 12 and sent by post office or directly filed in the State Bank.

In the 20-day period since the date of receiving the profile mentioned above, the State Bank has the text to the confirmation credit organization that has received sufficient valid records or additional requirements, fining the case;

b) In the 30-day period since the date of the receiving of valid records, the State Bank has the text to submit the opinion:

(i) The Provincial People ' s Committee, the Central City of the Central Committee where credit organizations are merged to set up headquarters, where the merger credit is expected to set the main headquarters on the impact of the merger of the credit organization on social economic stability across the country. The table and the view of the merger;

(ii) The provincial state bank of the provincial branch, the Central City of the Central District where the credit organization is merged to set up its assessment of the organizational status and operation of the incorporated credit organization and the view of the merger;

c) In the 60-day period since the date of the receiving of valid records, the State Bank has a written approval of the principle of the merger of the credit organization, approving the expected personnel list. In the absence of approval, the State Bank has a written statement of the reason.

2. During a maximum period of 5 working days from the day the State Bank approved the principle of merger, the agreed credit organization made public information published in paragraph 1, 3 Article 8 of this.

3. Best approval:

a) In the 60-day period since the day the State Bank approved the principle of merger, the credit organization submitted by post office or submitted directly at the Bank of State Bank 01 of the proposed filing contract stipulation stipulated at paragraph 2 Article 12 News. Come on. Beyond this time, the State Bank does not receive the full number of records, and the principle of the principle approx is no longer valid.

In the 10-day period of work since the date of receiving the records stated above, the State Bank has a text that sent the credit organization confirming that it has received enough valid records or additional requirements, completing the case;

b) In the 30-day period since the date of receiving enough valid records, the State Bank has the most favorable approval text, the establishment and operation of the merged credit organization, confirming the Charter registration, the approval of other content (if any). In the absence of approval, the State Bank has a written statement of the reason.

4. In the 45-day period since the most effective approved text date is valid, the credit organization represents the procedure for corporate registration in accordance with the regulation of the law; the credit organization merging the information according to regulation at paragraph 2 Article 8. This information, the opening organization, operates under the rule of law and has the text reporting the completion of the merger to the State Bank.

5. During the 5-day period of work since the date of the establishment and operation of the fully incorporated credit organization, the merged credit organization with the responsibility of reimbursable State Bank of the State Bank is established and the operation is out of force.

Chapter I II

CONVERT THE LEGAL FORM OF CREDIT ORGANIZATION

What? 16. Legal form conversion principle

1. The transfer of the equity, shares, sale of shares must comply with the provisions of the State Bank, the regulation of the law on securities and related legislation.

2. The credit organization is only converted legally in accordance with the organizational form stipulated at Article 6 of the State Bank's credit and regulation organizations.

3. Security information is intended to ensure the stable operation of the credit organization before the method of legal formalization is given by the competent authority of the credit organization through. The records, documents related to the conversion of the legal form of a credit organization must ensure that the principle of caution, honesty, accuracy, is not misleading.

4. Serious evacuation of property in all forms. The transfer, purchase of assets in the process of converting the legal form must ensure public, transparency, compliance with the rule of law and the agreement of the parties, ensure property safety and does not affect the rights of the credit organization, " the statement said. organization and individual in relation to the transformation of the legal form.

5. The establishment and operation of the credit organization is transformed legally out of effect when the credit-conversion of the legal form of legal formalization works.

What? 17. Legal form conversion conditions

1. The credit organization that is transformed legally must have the method of conversion of the legal form according to regulation at Article 19 of this and is given a decision authority by the credit organization through.

2. For the case of a conversion credit organization from the LLC to a holding company, it must fully meet the following conditions:

a) the conditions of this one Article shall be specified;

b) The credit organization that transformed the legal form must meet the conditional execution of the stock according to the regulation of the law on the securities and regulation of the relevant law;

c) The founding shareholder (if any), large shareholder, the strategic shareholder of the legal form of conversion credit must meet the conditions under the rule of law on the founding shareholder of the credit organization when the new establishment;

d) The shareholder, strategic shareholder is the foreign investor of the legal form of conversion credit that must meet the conditions under the rule of law on foreign investors buying shares of the Vietnamese credit organization;

The organization, the individual who buys shares must guarantee compliance with the laws of equity.

3. For the case of a convertiable credit organization from a limited liability company a member of the two-member LLC becomes up and vice versa, the credit conversion organization from the holding company to a limited liability company, must be required. fully meet the following conditions:

a) the conditions of this one Article shall be specified;

b) The owner, the recipient of the transfer capital, the new capital of the credit-conversion credit organisation must meet the conditions under the law to the owner, the founding member of the credit organization when the city is founded. New.

c) The owner, the recipient of the transfer capital, the new capital of the credit-conversion credit organization must comply with the rule of law in terms of the part of the contribution.

What? 18. The file recommended for conversion of legal form.

1. The proposed filing approved the principle of legal formalization:

a) The proposed application for the conversion of the legal form of legal representation by the legal representative of the credit organization by the prescribed form at Annex 02 issued this message;

b) The copy of the license to establish and operate with a copy of the approved documents related to the modification, the addition of the License; the Enterprise Registration Certificate or the equivalent text of the credit organization;

c) The method of conversion of legal form by regulation at Article 19 of this Information;

d) The decree, the resolution, the decision of the governing body to decide the decision of the credit organization through the conversion method, the Charter of Charter, the list of personnel expected to be elected, appointed the titles of the Board Member, Council of the Member, The control board of the credit organization converts the legal form and other issues related to the transformation of the legal form;

The fiscal report in the last three years of the year before the year of filing a proposal to approve the principle of conversion of the legal form is audested by an independent audit organization and no external opinion. The case at the time of filing a proposal to approve the principle of legal formalization without the financial report of the adjacent year was audested, filing unauditable financial statements and had to submit the auditor's account immediately after the audit. Audits, the audit report, the audit report. The credit organization must be responsible for the content reporting content filed;

e) The draft Charter of the conversion of legal formalization credit has been determined by the decision authority of the credit organization through;

g) Draft basic internal regulations on the organization and operation of the credit-conversion credit organization, the minimum includes the regulation of internal regulations in paragraph 2 Article 93 of the Law of Credit organizations and the following regulations:

(i) Regulation of the organization and operation of the Board of Directors, Board of Member, Board of Control, Operator;

(ii) Regulations on the organization and operation of its headquarters, branch and other subordinated units;

h) The expected list of employees is elected, appointing members of the Board Member, Board Member, Board of Control, General Manager (Director) of the credit organisation conversion of the legal form;

i) The document proves that the personnel response to sufficient criteria, conditions for board members of the Board, Board Member, Board of Control, General Manager (Director) of the credit organization conversion of legal form;

) Documents, information provided to the investor, of which the minimum must have the following content: conditions for the founding shareholder, large shareholder, strategic shareholder, shareholder is a foreign investor, owner, transfer capital member, The new capital of the credit organization converts the legal form;

l) In addition to the specified records at the point a, b, c, d, e, e, g, h, i, k this paragraph, the conversion credit from the LLC to the holding company into a separate stock sale through a separate stock sale must submit to the following records:

(i) The registration paper sells individual shares according to the prescribed pattern at Annex 03 issued by this Privacy;

(ii) The decision of the owner, the Member Council of the credit organization through the greeting method and the method of using the proceeds from the salute;

(iii) The decision of the owner, the member council of the credit organization through the criteria for the choice of individual to be sold separately, envisage the list of individual investors to be sold separately and the number of shares expected to be sold to each investor.

2. The proposed filing approved the conversion of the legal form:

a) The text of the legal representative of the recommended credit organization:

(i) The approval of the conversion of legal form; validation of the Charter registration;

(ii) Accept other content (if any);

b) The filing recommended the State Bank approx the regulation at point a (ii) paragraph by the regulation of the State Bank and the regulation of the relevant law;

c) The charter of the credit organization conversion of the legal form is given by the decision-making authority of the credit organization that converts the legal form through;

d) The resolution, resolution, decision of the decision-making authority of the credit organization to be transformed into the legal form through the changing content at the Legal formalization Variation and other matters involved in the conversion of the body to the public. Legal form (if available);

The text of the legal representative of the credit organization is transformed in the legal form stating that the content changes compared to the legal form of legal transformation submitted by the Governor of the Bank of the State to approve the principle of legal formalization. (if any);

e) The resolution, resolution, decision of the decision-making authority of the credit organization to convert the legal form through the Charter; vote, appoint the titles of the Board Member, Board Member, Board of Control; the regulation of organization of the organization. and the activities of the Board of Directors, Council of members, the Control Board of the Credit conversion of the legal form and other issues related to the credit organization conversion of the legal form;

g) The board of the Board of Directors, Council Member Council credit conversion of the legal form on the election of the Chairperson of the Board of Directors, Chairman of the Board; the Editorial Board of the Board of Control of the Organizational Control of Legal formalism about the election of the title of the Board of Control; the decision of the owner of the owner to convert a legal form of conversion to the appointment of President, Member Council member, member of the Board of Control;

h) The decision of the Board of Directors, Council of Member, the owner of the organization of the organization of the conversion of legal formalism on the appointment of the title of General Manager (Director), Deputy Director General (Deputy Director), Chief Accounting;

i) The list, the level and ratio of capital to the capital members, the founding shareholder, the large shareholder, the strategic shareholder, the shareholder is the foreign investor of the legal form of conversion credit;

) The internal regulations on the organization and operation of the credit organization transform the legal form of regulation at point g 1 This has been decided by the competent authority, the Board of Directors, Council Member of the Credit conversion credit organization. Justice through;

l) In addition to the specified profile at point a, b, c, d, e, e, g, h, i, k this paragraph, the organization of credit conversion from the LLC to the holding company adds to the following records:

(i) The report results on the sale of shares and confirmation of the commercial bank where the opening of the blockade account of the proceeds from the salute;

(ii) The profile of the founding shareholder (if any), large shareholder, strategic shareholder of credit-shifting credit conversion credit such as profile to the founding shareholder of the Credit Organization of the State Bank on the granting of the license, the organization, and the organization. and the operation of the credit organization;

(iii) The profile of the shareholder, strategic shareholder is the foreign investor of the credit organisation that converts legal form according to the State Bank 's regulation of records, sequencing, procedures approved of foreign investors' purchases of shares of the credit organization. Vietnam.

m) In addition to the regulatory filings at point a, b, c, d, e, e, g, h, i, k this paragraph, the conversion credit from a limited liability company a member of the two-member LLC becomes up and vice versa, the credit-shifting credit organization. The holding company is a limited liability company that adds the following records:

(i) Contract transfer of capital funds or investment capital agreement or validation of the completed transfer of capital;

(ii) The text of the legitimate representative of the credit organization is transformed legally in the form of the law that confirms the capital's capital of the conversion of the legal form;

(iii) The profile of the owner, the recipient of the transfer capital, the new capital of the credit organization that converts the legal formalism as a profile to the owner, founding member of the founding credit organization by the State Bank. to the licensing, organization, and operation of the credit organization.

What? 1 9. Legal form conversion method

1. The method of conversion of the legal form must be determined by the decision authority of the credit organization through and is signed by the legal representative of the credit, stamped and responsible credit organization.

2. The minimum legal form conversion method must have the following content:

a) Name, address and electronic information page (if any) of the credit organization;

b) Name, address and telephone number of the owner, President and Member of the Board Member, President and Member of the Board, Head and Board Member, General Manager (Director) of the credit organization;

c) The reason for conversion of legal form;

d) Summary of the financial situation and the operational results of the credit organization transformed within the next three years of the year adjacent to the year of the approval of the approval conversion of the legal form;

The real value of the charter capital before and after the transformation of the legal form of the credit organization; bad debt, the limits, the safety guarantee rate in operation and compliance of the limits, this rate of credit organization prior to the conversion of the form. legal;

e) The rights, obligations of the credit organization and the organizations, the individual involved (if any);

g) The expected plan of organizational scheme, operating network and other issues related to the organization and operation of the credit organization conversion of the legal form;

h) The expected business variation in the first three years of the credit organization transform the legal form, of which the minimum must include the content: Market analysis, strategy, objectives, and business planning; expected financial statements of each year. (the balance sheet; the business results report, the currency circulation report; the limits, the safety guarantee rate in operation; the indicators of operational efficiency and the ability to persuade the ability to carry out financial indicators in each year);

i) The percentage of equity, equity ownership; conditions for the founding shareholder, large shareholder, strategic shareholder, shareholder is a foreign investor, owner, member of the transfer capital, a new capital of the credit conversion credit organization. Legal; the rate of capital conversion, equity; modal method and time of transition.

What? 20. The procedure, the procedure for conversion of legal form

1. Appropriation of the principle of legal formalization:

a) The credit organization sets 1 sets of records that approve the principle of conversion of legal form by regulation at paragraph 1 Article 18 of this information and to send in a postal route or submit directly at the State Bank.

In the 20-day period since the date of receiving the profile mentioned above, the State Bank has the text to the confirmation credit organization that has received sufficient valid records or additional requirements, fining the case;

b) In the 30-day period since the date of the valid date of receiving eligible records, the State Bank has a written deposit of the opinion of the Bank of the State Bank, the Central City of the Central City where the credit organization sets its headquarters on the organization and operation of the organization. Credit:

c) In the 60-day period since the date of receiving enough valid records, the State Bank has a written approval of the principle of converting the legal form of the credit organization, approving the expected personnel list. In the absence of approval, the State Bank has a written statement of the reason.

2. During a maximum period of 5 working days from the day the State Bank approved the principle of legal formalization, the credit organization was transformed into the legal form of the implementation of the prescribed information in accordance with Article 8 of this Article 8.

3. The approval of the legal form conversion:

a) In the 120-day period since the day the State Bank approved the principle of legal formalization, the credit organization sent by the postal or filing directly at the Bank of State Bank 1 proposed filing approval for conversion of the rule legal form. I'm going to pay you two Articles 18. Beyond this time, the State Bank does not receive the full number of records, and the principle of the principle approx is no longer valid.

In the 10-day period of work since the date of receiving the records stated above, the State Bank has a text that sent the credit organization confirming that it has received enough valid records or additional requirements, completing the case;

b) In the 30-day period since the date of receiving enough valid records, the State Bank has an approved text of converting the legal form of the credit organization, granting the establishment and operation of the credit organization, confirming the Charter registration and approval of the application. Other content (if any). In the absence of approval, the State Bank has a written statement of the reason.

4. In the 45-day period since the date of the approved text conversion of the legally valid legal form, the credit organization performs business registration procedures under the rule of law; published information under the provisions at paragraph 2 Article 8 of this; the organization. The declaration of law, the declaration of law, and the writing of a legal form of the State Bank.

5. During the 5-day period of work since the date of the foundation permit and operation of the credit organization that is transformed legally out of force, the credit organization is transformed legally in charge of reimbursable State Bank. It ' s established and the operation is out of force.

Chapter IV

THE RESPONSIBILITY OF THE UNITS INVOLVED

What? 21. The responsibility of the credit organization

1. The Board of Directors, Council of Member, General Manager (Director) and organization, the relevant individual of the credit organization participating in the merger, merge, the credit organization that is transformed the legal form must be responsible for the whole operation and must be required. ensuring the absolute safety of the property of the credit organization until the completion of the merger process, merge, converting the legal form under the merger, merge, the Legal form conversion method has been adopted.

2. Chairman and member of the Board of Directors, President and Member of the Board Member, who is represented by the law of credit organizations participating in the merger, merge, the credit organization that is transformed legally in legal form must be responsible for the calculation. full, precise, valid, legal of the case of the merger offer to merge, merge and transform the legal form.

3. The merger contract must be merged by the credit organizations to merge, merge to the creditors and inform the workers for a 15-day period from the day the State Bank approved the principle of merger, which is the merger of the credit organization.

4. After having the principle of principle approval, credit participation organizations merged, merged, the credit organization is transformed in the form of legal formalism prepared for the table work and must hand over all rights, obligations, and organizational issues. function and operate when it comes to a decision to approve of the State Bank.

5. After reorganization if there are issues outside of the book or not to be handed over, Chairman and Member of the Board, President and Member of the Board Member, General Manager (Director) and organization, the relevant individual of the credit organization. to join the merger, merge, the credit organization that is transformed the legal form must be held accountable under the rule of law.

6. Privacy Information on paragraph 3 Article 9, paragraph 3 Article 16 This Privacy.

7. The decision-making authority of the credit organizations to merge, merge, organize credit after the merger, the most integrated credit organization responsible through the reorganization of the condition, the meeting format and the manner of voting in accordance with the regulation. of the law and charter of the credit organization.

What? 22. The responsibility of the units of the State Bank

1. Inspector of the bank, monitoring the bank:

a) presided over, in coordination with the Department of State Bank ' s Department of State, the Provincial State Bank of the Province, the Central City of the State Bank of the State Bank considers the filing of a merger offer, merging, converting the legal form of the organization. Credit:

b) Admit the Governor of the Bank of the State of the State to sign the confirmation credit organization that has received full profile or additional requirements, perfuming the prescribed profile at this Smart;

c) State Bank Manager:

(i) The text to the credit organization on the approval of the principle or not the principle of principle (which states the reason) reorganization the credit organization;

(ii) The approved text of the reorganization of the credit organization; the amendment, the addition of the established License and the operation of the credit organization following the merger; the establishment and operation of the merged credit organization; the establishment and operation of the organization. a legal form conversion credit; confirmation of the Charter registration, modified content, supplemalization of the following credit organization;

(iii) The decision to approve the content varies according to the rule of law;

d) Inspector, monitor and dispose of the breach of the credit organization in the acceptance of the regulations at this Notice under the jurisdiction.

2. Financial Case-Accounting:

Specific guidelines for finance, accounting in the process of reorganizing the credit organization.

3. Legal Affairs:

In coordination with the Ombudgetary Agency, the bank oversight of the bank handles legal matters relating to the process of reorganization of the credit organization.

4. State Bank of the Provincial Branch, Central City of Central City:

a) There is a written opinion on the reorganization of the credit organization that sends the State Bank by regulation in this Information;

b) Inspector, supervision and violation of credit organizations on the site in the implementation of the organization in accordance with the provision of functions, duties, powers, and organizational structure of the State Bank of the Provincial State Bank, the Central City of Central.

5. The relevant Bureau of State Bank, the functional base and the assigned mission, have a written opinion on the recommendation of the Inspector Agency, which oversees the bank by regulation at this Smart.

Chapter V.

EXECUTION CLAUSE

Article 23. Transfer clause

For operations that do not meet the specified operating conditions at paragraph 2, 3 Article 6 This Smart, the following credit organization, the merger credit organization performs as follows:

1. Since the date of the credit organization following the merger is granted a business registration certification, the merger of the merger, the credit organization after the merger, the merged credit organization is not contracted to the contract, the agreement to proceed. The operation does not meet the specified conditions at paragraph 2, 3 Articles 6 of this.

2. For contracts, the agreement signed before the date of the credit organization following the merger is granted the Corporate Registration Certificate, the merger credit organization opening operation and in accordance with the rule of law at the time of the signing, the organization said. After the merger, the merger credit and the customer are continued to follow the agreements signed until the end of the contract, the agreement.

Article 24. Performance Performance

1. This message is effective from March 1, 2016.

2. Since this Private Day is in effect, the following terms are out of force:

a) Clause 1, 2, 4, 5, 7 Articles 4; paragraph 1, 2 Articles 6; chapter II; chapter III; regulations on mergers, incorporation of the provision of provisions in Article 1, Article 3, paragraph 8 Articles 4, Article 5, Article 7, Article 8, Article 22, Article 22, Article 22, Article 23, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, Article 24, 04 /2010/TT-NHNN February 11, 2010 by Governor of the State Bank of the State of the State Rules for the merger, merge, acquisition of credit organization;

b) Clause 17, 18, 19 Section VIII Part I 03 /2007/TT-NHNN June 05, 2007 by Governor of the State Bank of the State Guide to enforce certain provisions of the Digital Protocol 22 /2006/NĐ-CP February 28, 2006 of the Government on the organization and operation of the water banking branch

besides, the joint venture bank, the bank of 100% foreign capital, the office representing foreign credit organizations in Vietnam;

c) Clause 4 Articles 4 24 /2011/TT-NHNN August 31, 2011 by the Governor of the State Bank of the State Bank for the implementation of the simplified method of formalizing the establishment and banking operation in accordance with Government Resolution on simplified administrative procedures of the functional range. management of the State Bank of Vietnam.

What? 25.

Chief of Staff, Chief Inspector, bank supervisor, Head of State Bank units, Director of the Bank of the State Branch of the Province, Central City, Chairman of the Board, Chairman of the Board of Directors, General Manager (Director) the credit organization is responsible for organizing this information.