The STATE BANK _ _ _ _ _ _ _ the SOCIALIST REPUBLIC of VIETNAM independence-freedom-happiness _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ No. 4/2009/TT-NHNN Hanoi, November 2, 2010 the CIRCULAR stipulated the merger, consolidation, acquisition of credit institutions _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ pursuant to the law the State Bank of Vietnam in 1997; Law on amendments and supplements to some articles of the law on the State Bank of Vietnam in 2003;
Pursuant to the law on credit institutions in 1997; Law on amendments and supplements to some articles of the law on credit institutions in 2004;
Pursuant to the law of 2005 business;
Pursuant to the law on investment in 2005;
Pursuant to the law of competition in 2004;
Pursuant to Decree No. 96/2008/ND-CP dated 26/8/2008 of the Government functions, tasks, powers and structure of the State Bank of Vietnam;
The State Bank of Vietnam (hereinafter the Bank) regulations regarding the merger, consolidation, acquisition of credit institutions as follows: chapter I GENERAL PROVISIONS article 1. Scope 1. This circular regulates merger, consolidation, acquisition of credit institutions are established and operating in the following:-Vietnam commercial banks;
-Financial companies;
-Financial leasing companies;
-Cooperative credit institutions.
2. The merger, merger between credit institutions of cooperation are made according to the regulations, revocation of license and operation of people's credit Funds; Open, to terminate the operation of the Exchange, branches, representative offices and trading rooms, location of people's credit Funds; split, split, merge, merging the people's credit funds; people's Credit Fund liquidation under the supervision of the State Bank issued decision No. 24/2006/QĐ-NHNN dated Jan. 6, 2006 by Governor of the State Bank.
Article 2. Application object 1. Credit institutions as defined in article 1 of this circular.
2. organizations and individuals related to the merger, consolidation, acquisition of credit institutions.
Article 3. The authority to approve the merger, consolidation, acquisition of credit institutions the Governor State Bank (hereinafter referred to as the Governor) approved the merger, consolidation, acquisition of credit institutions in accordance with this circular and the provisions of relevant laws.
Article 4. Explanation of terms In this circular, the terms below are interpreted as follows: 1. The merger of credit institutions is the form of one or more credit institutions (hereinafter the merged credit institutions) merged into one other credit institutions (hereinafter the merged credit institutions) by converting the whole property , rights, obligations and legal benefits to the merged credit institutions, as cessation of the existence of credit institutions were merged.
2. Consolidated credit institutions is to form two or more credit institutions (hereafter referred to as credit institutions were merged) into a new credit institution (hereinafter the credit organization) by turning the whole of the property, rights, obligations and legal benefits to credit institutions at the same time ended the existence of the credit institutions were merged.
3. Acquisition of the credit organization is a formal credit institutions (hereinafter the credit institution acquires) purchased the entire assets, rights, obligations and legal interests of other credit institutions (credit institution being acquired). After the acquisition, the credit institution being acquired become subsidiaries of credit institutions acquired.
4. Credit institutions join merger: include merged credit institutions and credit institutions were merged.
5. Credit institutions join merge: includes credit institutions and credit institutions were merged.
6. Credit institutions join acquisition: credit institutions include acquisition and credit institutions being acquired.
7. Credit institutions represented: as credit institutions being merged are credit institutions were authorized to do the rest of the best clues to processing issues related to the credit institution.
8. the competent authorities of the credit organization decision: is the body competent to decide on the merger, consolidation, acquisition of credit institutions as defined in the Statute of the credit institutions and current legislation.
9. Credit institutions parents: foreign credit institutions is to own over 50% of the credit institution 100% foreign-owned operations in Vietnam.
10. Owner: is the shareholders (for the credit institutions), State (for the credit institutions of the State), the parties to the venture capital contribution (for credit institutions to venture), credit institutions and members of the mother, which (for the credit organization 100% foreign) , the members of which (for credit institutions).
Article 5. The principle of a merger, consolidation, acquisition of credit institutions 1. The principle of agreement: credit institutions participated in the merger, consolidation, acquisition of the settlement agreement the rights and obligations between the parties concerned in accordance with the provisions of the current law.
2. customer protection rule: credit institutions participated in the merger, consolidation, acquisition must guarantee does not affect the customer's rights, especially the rights of depositors in every credit institution to join a merger, consolidation, acquisition.
3. information privacy principles: the members of the Management Board, supervisory board, General Director, and the Organization, the individual concerned of the participating credit institutions merge, merge, acquisition is responsible for information security to credit institutions are stable operation before the merger scheme , incorporated, acquired to be the competent authority of the credit organization decisions through.
4. Principles for providing information: a) in the course of conducting the procedures related to the merger, consolidation, acquisition of credit institutions, the Board of the credit organization is responsible for providing timely, complete, consistent, accurate, honest and not to the owners of all of the parties to the merger , integration, acquisition and other competent organizations of information on the process of merger, consolidation, acquisition of credit institutions, including the financial situation, organization and operation of credit institutions;
b) records, documentation and promotion of credit institutions participated in the merger, consolidation, acquisition should ensure the principle of caution, accurate, not misleading.
5. The principle that a decision to merge, merge, acquisition: a) the competent authority the decision of the participating credit institutions merge, merged, acquired through a decision on a merger, consolidation, acquisition according to the conditions, manner of the meeting and voting in accordance with the current legislation.
b) with respect to the issues related to the Organization, conditions, manner of the meeting and voted through the decisions by the credit institution being incorporated the agreement stated specifically in the best scheme and in accordance with the provisions of the current law.
Article 6. The form of a merger, consolidation, acquisition of credit institutions 1. The merger forms a) banks, finance companies, credit cooperative organization merged into one bank.
b) finance companies merged into a financial company.
c) leasing company merged into a financial leasing company.
2. The best form a) Bank was amalgamated with banks, finance companies, credit institutions cooperate to form a bank.
b) financial companies merge into a financial company.
c) financial leasing companies to merge into a financial leasing company.
3. The form of acquisition of a) a bank acquisition finance companies, financial leasing companies.
b) A finance company acquired the financial leasing company.
Article 7. Merger advice, merge, acquisition of credit institutions credit institutions participated in the merger, consolidation, acquisition can use consulting services. Consultants must meet the following conditions: 1. the Organization Is permitted to provide consulting services in the fields of finance, banking;
2. Not at the same time advise credit institutions participated in the merger, consolidation, acquisition;
3. Was the Board of the credit organization participated in the merger, consolidation, acquisition confirms no financial ties can lead to conflicts of interest with credit institutions participated in the merger, consolidation, acquisition.
Article 8. Announcement merger, consolidation, acquisition of 1. Credit institutions participated in the merger, amalgamation, acquired under the provisions of this circular must sign disclosure statements at least on 3 times in a row. The newspaper posted the announcement to be paper, has issued daily and released nationally.
In time, disclosure statements must simultaneously be listed at head office and in all its branches, the exchange of credit institutions participated in the merger, consolidation, acquisition; and are posted on the website of the credit institution to join a merger, consolidation, acquisition, the State Bank of Vietnam and the Banking Association.
2. Disclosure statements must ensure the minimum information according to the model in annex 1 to this circular.
3. credit institutions participated in the merger, consolidation, acquisition of the rights to public disclosure statements posted on the newspapers.
4. The contract of merger, consolidation, acquisition must be delivered to the creditor and inform the employee know within 15 days from the day the Governor approved the principle of a merger, consolidation, acquisition of credit institutions.
Chapter II MERGER of CREDIT INSTITUTIONS article 9. Conditions for the merger of 1. Not in the case of economic concentration is prohibited under the provisions of the law on competition;
2. The project of the merger include the minimum content specified in article 12 of this circular. The project of the merger have not been opposed to the merger contract;
3. Credit institutions merged after the merger to ensure minimum capital level by level of capital in accordance with the current legislation.
Article 10. Order and procedure of the merger

1. credit institutions incorporated in coordinating the construction project of the merger, the merger contract and Charter merged credit institutions (case after the merger, the Charter of the merged credit institutions need to modify, complement). Content Charter credit organization merged after the merger, the merger scheme, and the merger contract must be competent authority decision of credit institutions join the merger through. The project of the merger to be Chairman of the Board of the credit organization join merger signed, stamped and is responsible for the content of the merger scheme.
2. credit institutions incorporated in writing notify the competition authority or the immunities enjoyed proposal for merger cases prohibited under the provisions of competition law.
3. Approve the merger guidelines: a) credit institutions join merger may coordinate the records prescribed in article 11 paragraph 1 of this circular to credit institutions receive merged sent State Bank (banking supervision, inspection) to review the decision;
b) within 5 working days from the date of application specified in clause 1 article 11 of this circular, the Agency inspection, supervision, the Bank has a text attachment to the Organization's credit profile, submit comments of participants: (i) State Bank branch in the city, where the participating credit institutions incorporated headquartered : State Bank branch in the city, where the participating credit institutions incorporated headquartered management base, in tracking and records suggest the merger of credit institutions to report, assessment of status of organization and operation of credit institutions participated in the merger and views on the merger;
(ii) the people's Committee of the central cities, where credit institutions join the merged headquarters: about the influence of the merging credit institutions with regard to economic and social stability in the area and views on the merger;
(iii) The Service, the Bureau of State Bank in function, the tasks related to one or some of the content in the file merger proposal and views on the merger (if deems necessary).
c) within 15 working days of receiving the Agency's recommendation, the banking surveillance inspection, the unit on it must have involved writing opinion about the proposed content, send inspection agencies, banking supervision.
d) within 15 working days of receipt of the comments full participation of the unit referred to in Point b of Paragraph 3 of this article, the Agency inspection, monitoring bank records appraisal, title capping comments, the Governor reviewed the principles approved or denied approval of principle the merger of credit institutions. The case refused to approve the rule, must clearly state the reason.
4. Approve the merger: a) within a period of 90 days from the day the Governor sign the text approved the principle of a merger of credit institutions, credit institutions join merger must: (i) the opinions of the competent authorities of the credit institution decides to adopt the content changes in the merger proposals and other related issues (if any);
(ii) coordinate 2 record as defined in clause 2 article 11 this circular to credit institutions receive merged sent State Bank (banking supervision, inspectors) consider approvals.
b) within 15 working days from the day of application prescribed in clause 2 article 11 this circular, inspection agency, monitoring the Bank appraisal records, propose ideas, the Governor approved or refused to approve the merger of credit institutions. Cases of refusal of approval, must clearly state the reason.
5. Within 15 working days from the date of the decision to approve the merger takes effect, the merged credit institutions must complete the procedure to withdraw a license to establish and operate, posted the announcement under the provisions of the relevant legislation; merged credit institutions must complete the procedures of registering business and posted the announcement of the merger in accordance with article 8 of this circular.
Article 11. The suggested merge records 1. Records suggest that approved the merger guidelines, including: a) the Sheets of the Chairman of the Board of the credit organization received merger proposals approved merger guidelines according to the model in annex 2 to this circular;
b) merger scheme ensures the minimum content as defined in article 12 of this circular;
c) financial statements audited are competent authority decision of the participating credit institutions incorporated uniform use to proceed to the construction of the project of the merger;
d) a copy of the license to establish and operate; a copy of the written approval of additional active content; Certificate of registration of the business of credit institutions participated in the merger have certified under the provisions of the law;
DD) decided the competent authority's decision of the participating credit institutions incorporated under the provisions of article 10 paragraph 1 of this circular. The decision of the merged credit institutions authorized for credit institutions to receive the merger consideration to approve the merger as prescribed in this circular;
e) opinions written by the competition authority or decide to enjoy the immunities of the Minister for industry and trade or the Prime Minister in the case of credit institutions participated in the merger are entitled to an exemption under the provisions of item 2 article 10 of this circular. The case does not need this text, merged credit institutions must explain in writing the reasons and commitment to take responsibility for the truthfulness of the statements on the credit institutions do not violate the provisions of the competition law of economic concentration.
g) contract had merged the content mostly as defined in business law.
h) draft statutes of the merged credit institutions (in the case after the merger, the Charter of the merged credit institutions need to modify, complement).
2. The records suggest the merger approval, include: a) the Sheets of the Chairman of the Board of the credit organization merged to recommend approval of the merger by the model in annex 2 to this circular;
b the Sheet of the Chairman) of the Board of the merged credit institutions proposed to revoke the license to establish and operate;
c) the decision of the competent authority the decision of the participating credit institutions merged with the contents specified in point a of article 10 paragraph 4 of this circular;
d) text of the merged credit institutions, which stated the content changed in comparison with the project of the merger was the Governor approved the merger guidelines (if available), signed by the Chairman of the Board of the credit organization be merged;
the Newspaper's Chairman) of the Board of the credit organization received the merger and recommended the medical standard profile contents have to be Governor of the medical standards as stipulated by the current legislation.
3. where necessary, the Governor has the right to request credit institutions to participate in additional merger documents explain the relevant content records suggest a merger;
Article 12. The project of the merger the merger scheme must have at least the following: 1. Name, address, electronic information page of credit institutions participated in the merger;
2. The name, address and contact telephone numbers of the members of the Management Board, the Supervisory Board members, the Director General of the participating credit institutions incorporated;
3. Summary of financial status and activities of the participating credit institutions merged to the point stated in point c of paragraph 1 article 11 of this circular;
4. the rationale of the merger;
5. Capital stock before the merger of credit institutions participated in the merger and capital of the merged credit institutions after the merger;
6. List of shareholders holding major stakes (for credit institutions) or the owner (for other credit institutions) of the credit organization merged after the merger;
7. Rights, obligations of credit institutions participated in the merger, the organizations and the individuals concerned (if any);
8. The agenda of the merger;
9. Expected of personnel, network, active content and other matters related to the Organization and operation of credit institutions merged after the merger;
10. the business plan expected in the 3 subsequent years of credit organizations merged after the merger. Business plan content minimum required table property and report business results expected; safe target minimum capital; the only goal of the performance and the ability to implement projects in each year;
11. conversion measures, incorporate a management information system, check for internal control, internal audit, data transmission system to ensure smoothly functioning during and after the merger;
12. The method and time of converting capital/equity; the conversion form/equity capital and the corresponding conversion rate;
13. Liability of the parties to the merger with respect to expenses incurred in the process of merging;
14. The process in case one or several credit institutions participated unilaterally canceled merger merger agreement;
Chapter III CONSOLIDATED CREDIT INSTITUTIONS article 13. The best conditions to be 1. Not in the case of economic concentration is prohibited under the provisions of competition law.
2. Have the best scheme includes the minimum content specified in article 16 of this circular. The project incorporated content is not contrary to the contract.
3. credit institutions must ensure minimum capital level by level of capital in accordance with the current legislation.
Article 14. Sequence, the best procedure 1. The credit institution being incorporated collaborated to build the project, the contract and the Charter incorporated credit institutions. The content of the project, the contract and the Charter credit organization must be competent authority decision of credit institutions were merged through. The best scheme to be Chairman of the Board of the credit organization, the best being signed, stamped and is responsible for the content of the project.
2. The credit institution being incorporated in writing notify the competition authority or the immunities enjoyed proposal for merge cases prohibited under the provisions of competition law.
3. Approves the principle of merge:

a) The credit institution being incorporated coordinate 5 record under the provisions of paragraph 1 article 15 of this circular to the credit organization representatives sent State Bank (banking supervision, inspection) to review the decision;
b) within 5 working days from the date of the application under the provisions of paragraph 1 article 15 of this circular, the Agency inspection supervision, the Bank has a text attachment to the Organization's credit profile, submit comments of participants: (i) State Bank branch in the province, the city where the credit institution being incorporated headquartered : State Bank branch in the province, the city where the credit institution being incorporated headquartered management base, in tracking and records suggest merger of credit institutions to report, assessment of status of organization and operation of credit institutions were amalgamated and the views of the Union;
(ii) the people's Committee of the central cities, where the credit institution being incorporated headquartered: about the influence of the Union institutions and to the stability of local socio-economic and opinion on the merge;
(iii) The Service, the Bureau of State Bank in function, the tasks related to one or some of the content in the profile, the best suggestions and views on the merge (if it deems necessary).
c) within 15 working days of receiving the Agency's recommendation, the banking surveillance inspection, the unit on the right Inspector in writing comments on the proposed content, send inspection agencies, banking supervision.
d) within 15 working days of receipt of the comments full participation of the unit referred to in Point b of Paragraph 3 of this article, the Agency inspection, monitoring, evaluation, record bank propose comments, the Governor reviewed the principles approved or denied approval of principles the consolidated credit institutions. The case refused to approve the rule, must clearly state the reason.
4. Approve the merger: a) during the period of 90 days from the day the Governor sign the approval guidelines suggest merger of credit institutions were merged, credit institutions were merged to: (i) the opinions of the competent authorities of the credit institution decides to adopt the changes in content, the best projects and issues other related (if available);
(ii) coordinate 2 record as defined in clause 2 article 15 of this circular to the credit organization representatives sent State Bank (banking supervision, inspectors) consider approvals.
b) within 15 working days from the date of application specified in clause 2 article 15 this circular, inspection agency, monitoring the Bank appraisal records, suggest ideas, the Governor approved or refused to approve the merger of credit institutions. Cases of refusal of approval, must clearly state the reason.
c) within 15 working days from the date of the decision to approve the consolidation effect, credit institutions were merged to complete the procedure to withdraw a license to establish and operate, posted the announcement under the provisions of the relevant legislation; credit institutions must complete the procedure on business registration, posted the best disclosure statements as stipulated in article 8 of this circular and the Organization opened operations in accordance with the current legislation.
Article 15. The suggested merge records 1. Records suggest approval, the best principles, including: a) the Sheets of the Chairman of the Board of the credit organization representatives proposed the merge guidelines approved under the model in annex 2 to this circular;
b) project for ensuring the minimum content as defined in article 16 of this circular;
c) financial statements audited are competent authority decision of credit institutions be merged uniformly used to build the best project;
d) a copy of the license to establish and operate; a copy of the written approval of additional active content, certificate of business registration of the credit organization being merged have certified under the provisions of the law;
the Agency's decision) has the authority to decide of the credit organization was incorporated under the provisions of article 14 paragraph 1 of this circular. The decision by the credit institution being incorporated authorize a credit organization represented the Governor approved the merger review under the provisions of this circular;
e) opinions written by the competition authority or decide to enjoy the immunities of the Minister for industry and trade or the Prime Minister in case the participating credit institutions incorporated enjoy immunity as defined in clause 2 article 14 of this circular. The case does not need this text, credit institutions involved merging must have the text explanation of reasons and are committed to responsible for the truthfulness of the statements on the credit institutions do not violate the provisions of the competition law of economic concentration;
g) contract for having the content mostly as defined in business law;
h) draft statutes of the credit organization.
2. Approves the proposed profile, including: a) the Sheets of the Chairman of the Board of the credit organization representatives suggest the best approval according to the model in annex 2 to this circular;
b the Sheet of the Chairman) of the Board of the credit organization was incorporated recommend revocation of license and operation;
c) the decision of the competent authority the decision of credit institutions were merged for the content specified in point a of paragraph 4 article 14 of this circular;
d) the text of the credit organization representatives, which stated the contents change compared to the best scheme has the Governor approved the consolidation principle (if any), signed confirmation of the Chairman of the Board of the credit organization be merged;
the Newspaper's Chairman) of the Board of the credit organization representatives and suggested the medical standard profile contents have to be Governor of the medical standards as stipulated by the current legislation.
3. where necessary, the Governor has the right to request credit institutions were to merge the explanation text supplement relevant content records suggest.
Article 16. The project incorporated the best scheme should have at least the following: 1. Name, address and electronic information page of credit institutions were merged.
2. The name, address and contact telephone numbers of the members of the Management Board, the Supervisory Board members, the ceo of credit institutions were merged.
3. Summary of financial status and activities of credit institutions were consolidated to the point specified in point c of paragraph 1 article 15 of this circular;
4. The reason for merging;
5. Capital stock before the merger of credit institutions were amalgamated and the capital of credit institutions;
6. List of shareholders holding major stakes (for credit institutions) or the owner (for other credit institutions) of the credit organization;
7. Rights, obligations of credit institutions were merged, organizations and individuals involved (if any);
8. conditions, Protocol meeting and voting meetings through the decisions concerning credit institutions;
9. the best route;
10. the business plan expected in the 3 first years of credit institutions. Business plan content minimum required table property and report business results expected; safe target minimum capital; the only goal of the performance and the ability to implement projects in each year;
11. Expected of personnel, network, active content and other matters related to the Organization and operation of credit institutions;
12. conversion measures, incorporate a management information system; check, control, internal audit; data transmission system to ensure smoothly functioning during and after the merger;
13. Conversion rate capital/equity; the method and time of transition;
14. The process in case one or several credit institutions being incorporated unilaterally canceled the agreement.
Chapter IV ACQUISITION of CREDIT INSTITUTIONS article 17. Conditions for credit institutions acquired 1. Not in the case of economic concentration is prohibited under the provisions of the law on competition;
2. The project of acquisition including the minimum content specified in article 20 of this circular. The project of acquisition there content is not contrary to the acquisition contract;
3. Credit institutions acquired after the acquisition to ensure minimum capital level by level of capital and the rate of compliance ensures safe operation in accordance with current legislation.
Article 18. Order and procedure of acquisition of credit institutions 1. Participating credit institutions acquired constructive coordination project acquisition, the acquisition contract. Project content acquisitions, buying back contracts must be competent authority decision of the participating credit institutions acquired through. Buy back scheme must be the Chairman of the Management Board of the credit organization participated in the acquisition of the same sign, stamp and responsible for content acquisition schemes;
2. Credit institutions acquired in writing notify the competition authority or recommend enjoy immunity for cases acquired prohibited under the provisions of the law on competition;
3. Approves the principle of acquisition credit institutions: a) credit institutions involved may coordinate the acquisition of records as defined in article 19 paragraph 1 of this circular to credit institutions acquired Bank State (inspection bodies, banking supervision) to review the decision;
b) within 5 working days from the date of application specified in clause 1 article 19 of this circular, inspection agency, monitoring the Bank has attached text records of the credit organization, submit comments of participants: (i) State Bank branch in the city, where the participating credit institutions acquired headquartered : State Bank branch in the city, where the participating credit institutions acquired headquartered management base, the track in the profile and recommend the acquisition of credit institutions to report, assessment of status of organization and operation of credit institutions participated in the acquisition and the perspective of the acquisition;

(ii) the people's Committee of the central cities, where credit institutions join acquired headquartered: on the effect of the acquisition credit institutions with regard to economic and social stability in the area and the viewpoint of the acquisition;
(iii) The Service, the Bureau of State Bank in function, the tasks related to one or some of the content in the proposed acquisition profile and views on the acquisition (if found necessary).
c) within 15 working days of receiving the Agency's recommendation, the banking surveillance inspection, the unit on it must have involved writing opinion about the proposed content, send inspection agencies, banking supervision.
d) within 15 working days of receipt of the comments full participation of the unit referred to in Point b of Paragraph 3 of this article, the Agency inspection, monitoring, evaluation, record bank propose comments, the Governor reviewed the principles approved or denied approval of principle the acquisition of credit institutions. The case refused to approve the rule, must clearly state the reason.
4. Approves the acquisition credit institutions: a) within a period of 90 days from the day the Governor sign the text approved the acquisition proposal principles credit institutions, credit institutions join the acquisition must: (i) the opinions of the competent authorities of the credit institution decides to adopt the content changes in the project acquisition and related issues other (if any);
(ii) coordinate 2 record as defined in clause 2 article 19 of this circular to credit institutions acquired sent State Bank (banking supervision inspectors) consider and approve.
b) within 15 working days from the date of application specified in clause 2 article 19 of this circular, inspection agency, monitoring the Bank appraisal records, suggest ideas, the Governor approved or refused to approve the acquisition of credit institutions. Cases of refusal of approval, must clearly state the reason.
5. Within 15 working days from the day the Governor had accepted the acquisition credit institutions, credit institutions must complete the acquisition procedure on amended license content and the activity of the credit institution being acquired by converting the owner , business registration and disclosure statements as stipulated in article 8 of this circular and the other provisions of the relevant laws.
Article 19. Records suggest that the acquisition of credit institutions 1. Records suggest that approved the principle of acquisition credit institutions;
a Sheet of the President) of the Board of the credit organization bought back the proposal to approve the principle of buy back form in annex 2 to this circular;
b) acquisition scheme ensures the minimal content according to the provisions of article 20 of this circular;
c) financial statements audited are competent authority decision of the participating credit institutions acquired consistent use to proceed to the construction of the project of acquisition;
d) the text of the Chairman of the Board of the credit organization acquired the commitment after the acquisition, the acquiring credit institution still adhere to the ratio ensures safe operation in accordance with current legislation;
DD) copy the license to establish and operate, copy the text active content addition, the business registration certificate of the participating credit institutions acquired have certified under the provisions of the law;
e) decision of the competent authority the decision of the participating credit institutions acquired under the provisions of clause 1 Article 18 of this circular. The decision by the credit institution being acquired authorize credit institutions to buy back the Governor reviewed approved the acquisition under the provisions of this circular;
g) opinions written by the competition authority or decision enjoyed immunity of the Prime Minister or the Minister of industry and trade as specified in paragraph 2 to article 18 of this circular. The case does not need this text, credit institutions acquired must have the text explanation of reasons and are committed to responsible for the truthfulness of the statements on the credit institutions do not violate the provisions of the competition law of economic concentration.
h) acquisition contract having the content is mainly about the name, address of Head Office of the credit institution acquires; name, address, Head Office of the credit institution being acquired; the procedure and conditions of the acquisition; the method of payment; scheme employers; the time limit for implementation of the acquisition.
2. Approves the proposed profile acquisition credit institutions: a) the Sheets of the Chairman of the Board of the credit organization bought the proposal approved the acquisition under the model in annex 2 to this circular;
b the Sheet of the Chairman) of the Board of the credit organization bought the attached profile and suggest the Governor to approve: (i) changing the license content and the activity of the credit institution being acquired for conversion owners;
(ii) other content must be approved by the Governor under the provisions of current legislation (if any).
c) the decision of the competent authority the decision of the participating credit institutions for the acquisition of content specified in point a of paragraph 4 Article 18 of this circular;
d) the text of the credit institution's acquisition, which stated the content changed in comparison with the project of acquisition has the Governor approved the principle of acquiring credit institution (if applicable), signed by the Chairman of the Board of credit institution being acquired.
3. where necessary, the Governor has the right to request credit institutions participated in the acquisition of additional explanatory text associated content profile acquisition proposal;
Article 20. The scheme to buy back scheme acquired must have a minimum of the following: 1. Name, address and electronic information page of the participating credit institutions acquired;
2. The name, address and contact telephone numbers of the members of the Management Board, the Supervisory Board members, the Director General of the participating credit institutions acquired;
3. Reasons of the acquisition;
4. Summary of financial status and activities of the participating credit institutions bought until specified in point c of paragraph 1 article 19 of this circular.
5. Rights, obligations of credit institutions participated in the acquisition and the organizations and individuals involved (if any);
6. the business plan expected in the 3 subsequent years of credit institutions acquired after the acquisition. Business plan content minimum required table property and report business results expected; safe target minimum capital; the only goal of the performance and the ability to implement projects in each year;
7. Expected of personnel, network, active content and other matters related to the Organization and operation of credit institutions acquired after the acquisition;
8. conversion measures, incorporate a management information system, check for internal control, internal audit, data transmission system to ensure smoothly functioning during and after the acquisition;
9. acquisition Price, term, payment method; the deadline to hand over the credit institution being acquired;
10. The responsibility of the participating credit institutions for acquisition costs incurred in the process of acquiring credit institution;
11. The process in case one or several credit institutions join acquired unilateral cancellation of the acquisition agreement.
Chapter V RESPONSIBILITIES of the UNIT CONCERNED article 21. The responsibility of credit institutions 1. In compliance with the principle of a merger, consolidation, acquisition of the provisions of article 5 of this circular;
2. coordinating the construction project of a merger, consolidation, acquisition and complete the processes, procedures and relevant records as prescribed in this circular;
3. Prohibit dispersing properties in any form. Management Board, supervisory board and ceo are responsible for the entire operation and to ensure absolute security on the property of credit institutions until the completion of the process of merger, consolidation, acquisition under the scheme have been approved.
4. After you have accepted the principle, credit institutions were merged, merge, acquisition of proactively prepare for delivery and must be handed over immediately to the whole of the rights, obligations and issues of organization and activity when merger decision, merge, acquisition of the Governor.
5. After the merger, consolidation, acquisition, if there are problems detected in addition to the books or not delivered, then the members of the Management Board, the Supervisory Board members, General Director of credit institutions were merged, were merged, been bought must bear the full responsibility before the law.
Article 22. The responsibility of the State Bank of India branch of the province, the city of 1. Comments involved in writing about the merger, consolidation, acquisition of credit institutions submitted Inspection Agency bank supervision as prescribed in this circular.
2. Instruct and supervise credit institutions on the implementation of the merger, consolidation, acquisition in accordance with the provisions of this circular and other related provisions of the current law.
Article 23. The Agency's responsibility to inspect, monitor Bank 1. Do clue opinions joined by the relevant units of the merger, consolidation, acquisition of credit institutions as defined in this circular.
2. The appraisal records merger, consolidation, acquisition of credit institutions to the Governor to review the decision under the provisions of this circular.
3. Do clue advised the Governor in the direction, supervision and guidance for credit institutions in the process of merger, consolidation, acquisition of credit institutions.
Article 24. The responsibilities of the Service, the other Agency in the State Bank 1. Financial services-accounting is responsible for specific instructions regarding the issues of accounting mode in the process of merger, consolidation, acquisition of credit institutions.
2. Legal Service is responsible, in coordination with the Ombudsman Agency, bank supervision in consideration of legal issues related to the process of merger, consolidation, acquisition of credit institutions.
3. The Service, the relevant Bureau in the State Bank, basing his mission and functions, writing comments under recommendation of the Ombudsman, the Agency overseeing the Bank under the provisions of this circular.
Chapter VI ENFORCEMENT PROVISIONS article 25. Handle violation of Any violations of the provisions of this circular, depending on the nature and extent of the violation will be handled in accordance with the law.
Article 26. Enforceable

1. This circular takes effect after 45 days from the date of signing, replacing decision No. 241/1998/QD-NHNN5 on 15/7/1998 issued regulation a merger, consolidation, acquisition of credit institutions the shares of Vietnam State Bank Governor.
2. where the provisions of the law referenced in this circular are modified, supplemented or replaced, they must apply under the new rules.
3. where the credit institution shares get merged, acquired active time under 5 years, shareholders join established credit institutions to comply with the transfer of shares under the provisions of the law on the licensing of the establishment and operation of credit institutions.
4. where credit institutions participated in the merger, consolidation, acquisition is the public company, in addition to those specified in this circular, must comply with the relevant provisions on securities and the stock market about a merger, consolidation, acquisition of credit institutions.
Article 27. Organizing Chief, Chief Inspector, bank supervision, the heads of the relevant units in the State Bank of Vietnam, the Director of State Bank branch in the province, central cities and Chairman of the Board, General Director (Director) credit institutions are responsible for the implementation of this circular.

 



KT. GOVERNOR LIEUTENANT GOVERNOR (signed) Tran Minh Tuan