The Decree 01/2014/nd-Cp: Regarding Foreign Investors Buy Shares Of Vietnam's Credit Institutions

Original Language Title: Nghị định 01/2014/NĐ-CP: Về việc nhà đầu tư nước ngoài mua cổ phần của tổ chức tín dụng Việt Nam

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THE GOVERNMENT.
Number: 01 /2014/ND-CP
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, January 3, 2014

DECREE

About the foreign investor buying shares of the Vietnamese credit organization.

________________

Government Law Base December 25, 2001;

Vietnam State Bank Law Base June 16, 2010;

The Law School of Credit: June 16, 2010;

Corporate Law Base November 29, 2005;

The Securities Law Base on June 29, 2006 and the Amendment Law, added a number of provisions of the Securities Law on November 24, 2010;

At the suggestion of Governor of the State Bank of Vietnam;

The government issued the decree on how foreign investors buy shares of the Vietnamese credit organization, the report said.

Chapter I

GENERAL REGULATION

What? 1. The adjustment range

The decree stipulated that the condition, the procedure for purchasing shares, the total ownership of the maximum share of foreign investors, the maximum ownership rate of a foreign investor at a Vietnamese credit organization; conditions for Vietnamese credit organization. sell shares to foreign investors.

What? 2. Subject applies

1. The equity credit organization and credit organization convert the legal form into a holding credit organization (abbreviated as Vietnamese credit organization).

2. Foreign investors.

3. Organization, other individuals associated with foreign investors purchase shares of Vietnamese credit organization.

What? 3. Explain words

In this decree, the terms below are understood as follows:

1. The holding credit organization is the established credit organization, held in the form of a holding company, which includes: The equity trade bank, the holding financial firm, the firm for equity finance.

2. The legal form conversion credit organization into a credit organization is a credit organization that is performing a conversion of the legal form from the credit organization operating in the form of a limited liability company to the operating credit organization below. The stock company.

3. Foreign investors include foreign organizations and foreign individuals.

4. Foreign organizations include:

a) The organization established and operates under foreign law and branches of these institutions abroad and in Vietnam.

b) The organization, the foundation, the membership fund, the established and active securities investment firm in Vietnam has a foreign capital participation rate of over 49%.

5. The foreign individual is the non-Vietnamese nationality.

6. The foreign strategic investor is a foreign organization that has financial capacity and has a written commitment to the competent person ' s writing of long-term interests with the Vietnamese credit organization and supporting the Vietnamese credit organization that transfers the current technology to the country. major; product development, banking services; advanced financial capacity, governance, operating.

7. The ownership of the shares includes direct possession and indirect possession.

What? 4. The currency used in trading, semi-shares

The currency used in trading, selling shares of foreign investors at the Vietnamese credit organization is the Vietnamese.

What? 5. Participate in the Vietnam Credit Organization

1. In attendance, the delegate represents the part of the Board to join the Board of Directors at a Vietnamese credit organization implemented by the provisions of the Law of Relevant Credit and Legal Rights organizations.

2. The foreign investor is only involved, sending a representative portion of the capital to join the Board of Directors at a Vietnamese credit organization, except for the following cases:

a) Foreign investor participation, delegate to the Council, the administrator of another credit organization is the subsidiary of the Vietnamese credit organization that the foreign investor is involved in, sending a representative portion of the equity to the board. It's the Vietnamese credit organization.

b) The foreign investor is involved, sending a representative portion of the capital to join the Board of Directors at the weak stock organization, which is considered to be approved by the State Bank of Vietnam.

Chapter II

SPECIFIC REGULATION

Item 1

FORM, RATE, STOCK ACQUISITION PROCEDURE

What? 6. Form of purchasing shares for foreign investors

1. Foreign investors buy shares of shares of shares of shares of shares.

2. Foreign investors buy shares in the event of a share sale of shares to increase the charter capital or sell the fund shares.

3. Foreign investors buy shares in the event of a credit-conversion credit conversion to a holding credit organization.

What? 7. The share of equity ownership for foreign investors.

1. The ratio of ownership of a foreign individual is not to exceed 5% of the charter capital of a Vietnamese credit organization.

2. The share ownership rate of a foreign organization does not exceed 15% of the charter capital of a Vietnamese credit organization minus the specified case at Section 3 This.

3. The share ownership rate of a foreign strategic investor is not exceeding 20% of the charter capital of a Vietnamese credit organization.

4. The share ownership rate of a foreign investor and the relevant person of the foreign investor is not exceeding 20% of the charter capital of a Vietnamese credit organization.

5. The total ownership share of foreign investors does not exceed 30% of the charter capital of a Vietnamese commercial bank. The total ownership of foreign investors in a Vietnamese non-bank credit organization performs by law enforcement to the public company, the listed company.

6. In the special case to implement the weak credit organization restructuring, difficulty ensuring the credit organization system, the Prime Minister decides to share the share ownership rates of a foreign organization, a foreign strategic investor, a foreign policy leader, and a foreign policy organization. The total ownership of the shares of foreign investors at a weak equity organization is essentially exceeding the regulatory limit on Clauses 2, 3, 5 This is for each particular case.

7. The ratio of the regulation specified in Clause 1, 2, 3, 4, 5, 6 This includes the portion of foreign investor funds for the organization, the other individual buying shares.

8. Foreign investors convert the conversion bond of the Vietnamese credit organization to the stock must ensure the share ownership rate, which owns shares in accordance with the regulation at this Decree.

What? 8. Authority, sequence, procedure and foreign investor filing purchase of the shares of the Vietnam Credit Union (Vietnam)

1. The case of purchasing shares led to a share of ownership of a share of 10% of the charter capital to return; purchasing shares and becoming the foreign strategic investor of a Vietnamese credit organization:

a) Vietnam credit organization (for the unlisted credit organization) or foreign organization (for the credit organization that has listed the stock) set up a direct deposit or via the post office, via the electronic network to the State Bank of Vietnam approved by the government. before the transaction.

b) In the 40-day period since the date of the receiving of valid records, the base on the stipulation conditions at Articles 9, 10 of this decree, the State Bank of Vietnam review, the decision to approve or not approve of a written purchase of the organization's shares. -Foreign. In case of not accepting, the State Bank of Vietnam must specify a reason.

2. The case of buying shares led to a share of shares of 5% of the charter that went back up and buying more shares when foreign organization had owned from 5% of the funding of a Vietnamese credit organization, except for the case stipulated at Clause 1 This, the state investor. In addition to the procedure, procedure rules in Clause 2 Article 29 of the credit organizations.

3. The cases buy other shares, except for the prescribed cases at 1 and 2 This Article:

a) Foreign investors buy shares of a Vietnamese credit organization that has not listed a stock directly or through the post office to the Vietnamese credit organization deciding to comply with the provisions of Article 7 of this decree.

The Vietnamese credit organization specifies the case for foreign investors buying shares in accordance with the law.

In the 20-day period since the date of the filing of valid files, the Vietnamese credit organization must respond to foreign investors in writing. In case of not accepting, the Vietnamese credit organization must specify a reason.

b) The foreign investor is bought shares of the stock credit organization that has listed shares in accordance with the securities law regulation and stock market and must comply with regulation at Article 7 of this Decree.

4. Vietnam State Bank regulates the order, procedures, records of foreign investors buying shares of the Vietnamese credit organization stipulated at Clauses 1, 2 This Article.

Item 2

STOCK OWNERSHIP CONDITION

What? 9. The conditions for foreign organizations buy shares lead to the level of ownership from 10% of the charter capital of the Vietnam credit organization onward.

1. International credit rating organizations have the prestige rating from a steady or equivalent level or equivalent.

2. There is enough financial resources to buy the shares identified under an independent year-to-year independent audit financial report prior to the year of filing and the source of legal equity in accordance with the regulation of the law.

3. The purchase of the shares does not affect the safety, stability of the Vietnamese credit organization system; does not create a monopoly or competitive restriction in the Vietnamese credit organization system.

4. No serious violation of the legal currency, banking, securities, and securities markets of the country where foreign investors are headquartered and Vietnam over the 12-month period up to the time of filing a share of shares.

5. Has a minimum total property equivalent of US$ 10 billion on foreign investors as banks, financial firms, financial leasing companies or having a minimum rate of capital charter equivalent to $1 billion in foreign investors as a different organization. in the year adjacent to the previous year of filing a share of the shares.

What? 10. Conditions for foreign organizations buy shares and become foreign strategic investors in the United States.

1. Regulation 1, 2, 3, 4 Article 9 This Protocol.

2. As a foreign bank, foreign finance company, foreign financial leasing company is allowed to carry out banking activities under the regulation of the laws of the country where the headquarters are located. The foreign financial company is only a strategic investor at the financial firm of Vietnam. The foreign financial leasing company is only a strategic investor at the Vietnam financial leasing company.

3. Have an international activity experience in the banking finance sector from five years or more.

4. The total assets of the equivalent of $20 billion in the year adjacent to the year of filing a share purchase.

5. Has a clear document of commitment and a clear plan of sticking to a long-term benefit with the Vietnamese credit organization, which supports the Vietnamese credit organization applying modern technology; product development, banking services; advanced financial capacity, governance, and governance.

6. No ownership from 10% of the charter capital becomes available at any other credit organization in Vietnam;

7. Commitment or has owned up to 10% of the return charter of the Vietnamese credit organization that the foreign organization offers to buy shares and become a foreign strategic investor.

Section 3

THE VIETNAMESE CREDIT ORGANIZATION SELLS SHARES

What? 11. Conditions for the Vietnam credit organization sell shares to foreign investors in China.

1. The credit organization converts the legal form into a credit organization that must have a shareholding, the proposed conversion method under the rule of law, which has a semi-equity method for foreign investors.

2. The equity credit organization must have a regulatory capital increase, the fund sales method passed by the General Assembly, which has a semi-equity method for foreign investors.

For equity organizations that have a state ownership rate of over 50% of the charter capital, the regulatory capital increase method, the fund selling method implemented by the rule of law on the financial management of the state business before the General Assembly program. It's all right, shareholders

What? 12. Sales prices for foreign investors

1. The sale prices for foreign investors of the unlisted Vietnamese credit organization are determined through the auction or form of the agreement.

2. The share sale prices for foreign investors of the equity credit organization have listed shares in accordance with the regulation of the securities law and stock market.

3. The deposit to the implementation of a share purchase by foreign investors and the credit organization of Vietnam in accordance with the rule of law.

Section 4

THE RIGHTS AND OBLIGATIONS OF FOREIGN INVESTORS

What? 13. Foreign investor rights

1. There is full shareholder rights under the provisions of Vietnam law, the Charter of the Equity Organization that foreign investors buy shares and agreements in accordance with Vietnamese law in the purchase contract, which sells shares between foreign investors with the organization of the country. Vietnamese credit.

2. Being transferred abroad the income from the investment, purchasing shares, the proceeds from the stock transfer after the full implementation of the financial obligations under the provisions of the Vietnamese law.

3. Be joined or sent to represent the Board of Directors, the Board of Control, the Executive of the shares in accordance with the provisions at the Charter of the Equity Organization that the foreign investor buys shares and regulations of Vietnamese law.

4. is guaranteed by the State of the Socialist Republic of Vietnam and other legitimate interests by the rule of Vietnamese law and the international treaties that Vietnam is a member.

What? 14. The obligation of foreign investors

1. In full implementation of shareholder obligations under the provisions of the Vietnamese law, the Charter of the Vietnamese credit organization that foreign investors buy shares and agreements is in accordance with Vietnamese law in the purchase contract, selling shares between investors and investors. It ' s foreign to the Vietnamese credit organization.

2. Assure and take responsibility for the legalization of the equity purchase capital, the validity of the filing of the shares and the accuracy of the information, the document provided by the provisions of the Vietnamese law.

3. The full report is full of information and is responsible for the accuracy of the relevant information about the person who is in possession of the shares, information on the ownership of shares through the relevant person and through the investment trust at the Vietnam credit organization that the investor has. It was a foreign language to buy shares.

4. Transfer of sufficient funds to purchase shares at the Vietnamese credit organization under the agreement of the purchase agreement, sell shares between foreign investors with the Vietnamese credit organization and in line with the rule of law.

5. The foreign strategic investor is not transferred to the stake in its possession at the Vietnam credit organization for the organization, other individuals over a minimum of five years from the time of becoming a strategic investor of the Vietnamese credit organization. South of the State Bank of Vietnam.

6. The foreign investor is the organization that owns from 10% of the upward charter of a Vietnamese credit organization that is not transferred to its ownership to the organization, the other individual on a minimum of three years from the time of ownership from 10% of capital. It's a credit card organization.

7. Foreign investors buy shares of a weak-weak stock organization under regulation at paragraph 6 Article 7 This resolution must build a Partial Acquisition Method and a weak credit organization that sends the State Bank of Vietnam to consider, appraisal and the Prime Minister ' s decision to decide.

8. comply with the current regulations on Vietnam ' s foreign exchange management.

Chapter III

THE ORGANIZATION.

What? 15. The responsibility of the state governing body

1. Vietnam State Bank has a responsibility:

a) Guidelines for implementation and inspection, inspection, monitoring of the implementation of the regulations at this Decree;

b) Provide information concerning the purchase, sale of shares of foreign investors within the management range for the Ministry of Finance to coordinate regulatory management at this Decree.

2. The Ministry of Finance is responsible:

a) Management and guidance of foreign investors buying shares of the stock credit organization listed shares ensuring compliance with the share of equity in accordance with the provisions of this decree and the provisions of the securities law and stock market;

b) Provide information concerning the purchase, sale of shares of foreign investors within the management range for the State Bank of Vietnam to coordinate regulatory management at this decree.

What? 16. Vietnam credit organization

1. The organization makes the sale of the shares in accordance with the regulation at this Decree and the relevant legislation regulation.

2. Public information is published by law.

3. The full report, in time for the authorities to have jurisdiction over the information regarding the foreign investor ' s purchase of shares.

What? 17. Waste Processing

All violations of regulation at this decree will be processed by regulation at the Decree of Administrative Infringement in the field of currency and banking activities.

What? 18. Effect of execution

The decree came into effect on 20 February 2014 and replaced the Protocol No. 1. 69 /2007/NĐ-CP April 20, 2007 of the Government on the State of the Foreign Investment purchase shares of the trade bank of Vietnam.

What? 19. Terms of execution

Minister; Head of the peer-agency; Head of Government of the Government; Chairman of the Provincial People's Committee, Central City of the Central Committee; Chairman of the Board, Chairman of the Council Member and General Manager (Director) of Vietnam Credit; Foreign investors and organizations, individuals are responsible for the implementation of this decree.

TM. THE GOVERNMENT.

Prime Minister

(signed)

Dao Dung