Circular 6/2015/tt-Nhnn: Rules Timelines, Sequence, Transition Procedure For Cases Owned Shares Exceed The Limits Stipulated In Article 55 Of The Law On Credit Institutions

Original Language Title: Thông tư 06/2015/TT-NHNN: Quy định thời hạn, trình tự, thủ tục chuyển tiếp đối với trường hợp sở hữu cổ phần vượt giới hạn quy định tại Điều 55 Luật các tổ chức tín dụng

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The CIRCULAR stipulated time limit, the order, the procedure for the transfer case owned shares exceed the limits stipulated in article 55 of the law on credit institutions _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ pursuant to the law the State Bank of Vietnam the number 46/2010/QH12 16 June 2010;
Pursuant to the law on credit institutions the number 47/2010/QH12 16 June 2010;
Pursuant to Decree No. 154/2013/ND-CP DATED 11 November 2013 of government functions, tasks, powers and structure of the State Bank of Vietnam;
According to the recommendation of the Chief Inspector, bank supervision, the Governor of the State Bank of Vietnam (hereafter abbreviated as State Bank) Regulations of time, sequence, procedure for transfer of ownership of shares exceeding the limits specified in article 55 of the law on credit institutions.
Article 1. Scope and objects 1. This circular stipulates the time limit, the order, the procedure for the forwarding of the case to shareholders, shareholders and relevant persons of the shareholders that own the stock of credit institutions exceeded the limits prescribed in article 55 of the law on credit institutions incurred prior to the date the credit organization Law have enforceable (hereafter abbreviated as "surpassing stock ownership limited ").
2. This circular apply to: a) shareholders, and shareholders who are concerned that their shareholders (hereinafter abbreviated as "relevant shareholder group") owns the shares exceeding the limitation;
b) credit institutions have shareholders, shareholder group concerned owned shares exceeding the limit (hereinafter abbreviated as "credit institutions").
Article 2. Time, order and procedures forward for stock ownership exceeded 1. Credit institution coordinating with shareholders, shareholder group concerned owned shares exceed plan limit fix owning shares that exceed the limit (hereinafter abbreviated as "remediation"), make sure the latest 31 December 2015 the proportion owning shares of shareholders the shareholder group, involved in credit institutions to comply with the provisions of the law on credit institutions, except in the case of possession of shares exceeding the limit were the Prime enables or is processed according to the restructuring plan has been approved by the State Bank. The minimum remedy plan must have the following: a) a list of shareholders, shareholder group concerned (stating the relevant relationship) owns the shares exceeding the limit includes the information:-name, identity card number or passport number, permanent address (for individual shareholders); name, address, headquarters, business lines, the number of business registration certificate, tax code (for the shareholders is held);
-The number of shares and the ratio of shares capital currently owned in credit institutions (which stated the amount, rate of capital stock entrusted to the Organization, the other individual; the Organization's information, individuals receive the trust and relationships between organizations, individuals and trusts that shareholders received (if any));
-The number of shares and the rate of capital stock are currently outsourced by organizations and individuals; organizational information, personal trust and relationships between organizations, individuals and trusts that shareholders (if any);
-Information on the representative shares, the shareholders of the relevant shareholder, shareholder group concerned;
b) remedies and redress routes owning shares that exceed the limit;
c) pledge of credit organizations about coordinating, urging shareholders, shareholder group concerned owned shares exceeding the limit made the fix in accordance with the above mentioned route.
2. within the deployment plan of the remedy referred to in paragraph 1 of this Article or the time limits stated in the restructuring plan has been approved by the State banks, shareholders, shareholder group concerned are in possession of shares beyond the limit not be increased the number of shares held in credit institutions in all forms , except in the following cases: a) Receive bonus shares or dividend by the stock;
b) Buy more shares when credit institutions through the capital increase shares to the public but make sure ownership stake after the purchase complies with the limit of ownership of shares stipulated in article 55 of the law on credit institutions.
3. From the date of this circular effect enforcement, credit institutions are not credit or grant new credit (in the case of credit granted) for the shareholders, the shareholders of the relevant shareholder group owns the shares exceeding the limit or who are concerned that their shareholders.
4. individual shareholders, institutional shareholders have shares representative is a member of the Management Board, the Supervisory Board members, the Director-General (Director) of the credit institutions are owned shares exceeding the limit permitted the transfer of stock ownership exceeded the limits specified.
Article 3. Handle the transition period after the after the deadline referred to in paragraph 1 processing article 2 to this circular or after the time limit indicated in the restructuring plan has been approved by the State banks, shareholders, shareholder groups involved have yet to ensure compliance with the limit of ownership of shares as stipulated in the law on credit institutions The State Bank, apply the following measures: 1. Do not accept employees expected to elected members of the Board, Member Board of control, appointment as General Director of credit institutions in the case of the employees is this: a) shareholders or group of shareholders concerned are in possession of shares exceeding the limit in credit organizations;
b) shares representative or the person concerned of the objects referred to in point a of this paragraph.
2. Do not consider personnel nominations to join the Board, the Supervisory Board of the credit institution of the shareholders, the shareholders concerned are in possession of shares beyond the limit at which credit institutions.
3. Shareholders, shareholder group concerned are in possession of shares exceeding the limit not be increased the number of shares held in credit institutions in all forms, except in the case specified in clause 2 2 of this circular; not yet receiving the dividends in cash (if any) for the number of shares held exceeding the limit until the guarantee complies with the limit of ownership of shares according to the regulations.
4. The other necessary handling measures prescribed by the law, including measures for restructuring credit organizations have shareholders, shareholder group concerned owned shares exceed the limit at the request of the State Bank.
Article 4. The responsibility of credit institutions 1. Review the list of shareholders, shareholder group concerned owned shares exceeding the limits specified in the credit institutions Act and in cooperation with the shareholders of this build fix plan prescribed in article 2 paragraph 1 of this circular sent State Bank (through inspection Bureau monitoring, Bank or State Bank branch in the city, where there is no inspection Bureau, bank supervision at the credit institution headquartered) within 30 days from the date of this circular are enforceable.
2. track, urging its shareholders to own stock exceeded the plan limit the remedy referred to in paragraph 1 article 2 to this circular. Monthly (before July 10 of next month, the report) reported the State Bank (through the Bureau of inspectors, monitoring bank or State Bank branch in the city, where there is no inspection Bureau, bank supervision at the credit institution headquartered) results of corrective plan of credit institutions , which stated:-the situation of shareholders, shareholder group concerned owned shares exceeding the limit, which stated all information specified in point a of paragraph 1 article 2 of this circular;
-Fix the national results owns shares of shareholders, shareholder group concerned owned shares exceeding the limitation; the case has not been made according to the schedule outlined in the plan to fix, clearly reporting reason, difficulties, and problems (if any) and the proposal process.
3. Make responsible reports on the issue of shareholders, shares at the request of the State Bank for each period (if any).
4. additional remediation plan referred to in paragraph 1 article 2 to this circular (including measures, roadmap) on content organization restructuring projects and the activities of the credit institution to implement synchronization at the request of the Bank (in case of a restructuring plan has been approved excluding this content).
Article 5. The responsibility of shareholders, the shareholders concerned are in possession of shares exceeding the limit 1. Cooperation with credit organizations to plan and implement corrective measures to ensure compliance with the provisions of the law on joint stock ownership limits and other regulations concerned.
2. Observance of the provisions of the law relating to the rights and obligations of shareholders, the transfer of shares of shareholders in credit institutions.
3. Be responsible before the law for the accuracy, completeness of the information provided to credit institutions.
Article 6. The responsibility of the State Bank branch in the city, where credit institutions are located (except those where the Ombudsman Bureau, oversees the Bank) 1. Receiving reports of credit institutions of corrective plan owning the shares exceeding the limits prescribed in this circular; Directs credit institutions improve remediation (if required); the State Bank report (through inspection agencies, bank supervision) remediation of the credit organization.
2. Tracking, monitoring the credit organization made plans to fix; Quarterly (before the 20th day of the next month you report) reported the State Bank (through inspection agencies, bank supervision) the results of remediation of the credit organization according to the content outlined in clause 2 4 of this circular, including proposed processing bottlenecks , the troubles of the credit organization (if any).
Article 7. The Agency's responsibility to inspect and supervise banks and Service, other Bureau in State Bank 1. Inspection Agency, Bank monitoring: a) receiving reports of credit institutions have headquarters in the city of Hanoi and Ho Chi Minh City about plans to fix the owning of shares exceeding the limits prescribed in this circular; Directs credit institutions improve remediation (if required); tracking, monitoring of the shareholders, the credit organization made plans to fix the reported State Bank;

b) receiving, General reports from the credit institution has its head office in the city of Hanoi and Ho Chi Minh City stated in clause 2 article 4 and the State Bank's branch in the province, the city outlined in clause 2 6 of this circular;
c) clue advised Governor State Bank handling the recommendations of State Bank branch in the city, and the issues and problems arising in relation to the handling of the stock ownership exceeded the limit in credit institutions.
2. The Service, other: combined Bureau handling the recommendations of State Bank branch in the province, city, credit organizations and the issues and problems are related according to the recommendation of the Ombudsman, the Agency overseeing the Bank.
Article 8. Effective enforcement of this circular effect since July 15, 2015.
Article 9. Organizing Chief, Chief Inspector, bank supervision, heads of units of the State Bank of Vietnam, the Director of State Bank branch in the province, central cities, the Chairman and the members of the Management Board, ceo (Director) credit institutions are responsible for implementation of this circular.