The DECISION to enact regulations regarding shareholders, shares, stock capital and commercial bank's share of the State and the people _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ pursuant to the law the State Bank of Vietnam no. 01/1997/QH10 and credit institutions Law No. 02/1997/QH10 on 12/12/1997;

Based business law No. 13/1999/QH10 on 12/6/1999;

Pursuant to Decree No. 15/CP dated 03/03/1993 of the Government about the tasks, powers and responsibilities of the State management, ministerial bodies;

Pursuant to Decree No. 49/2000/ND-CP on 12/9/2000 of the Government on the organisation and operation of the commercial banks;

At the suggestion of the Director of the banking and non-banking credit organization, decision: article 1. Attached to this decision "rule on shareholders, shares, stock capital and commercial bank's share of the State and the people".

Article 2. This decision takes effect 15 days from the date of signing and replace the regulations for commercial banks shares in "regulation of shareholders, shares, stocks and capital of credit institutions the shares" issued decision No. 273/QD-NH5 on 7/11/1994 of the Governor of the State Bank.

Article 3. Chief of the State Bank, Director of The Bank and non-bank credit organization, Chief Inspector of the State Bank, the heads of the relevant units in the central State Bank, Director of the State Bank branch, central cities; The Chairman, the members of the Management Board, supervisory board and General Director (Manager) of commercial bank shares by the State and the people responsible for the implementation of this decision.

RULES of SHAREHOLDERS, shares, stock CAPITAL and COMMERCIAL BANK'S SHARE of the STATE and the PEOPLE (issued decision No. 1122/2001/QĐ-NHNN on 04/09/2001 of the Governor of the State Bank) chapter I GENERAL PROVISIONS article 1. This regulation applies to commercial banks by the State and the people (referred to as the joint stock commercial bank) are allowed to operate in Vietnam as defined by the law on credit institutions.

Article 2. In this regulation, the terms below are interpreted as follows: 1. Capital is to have minimum capital levels as required by the law to establish joint stock commercial bank.

2. Capital the capital due to all shareholders and be recorded in terms of joint stock commercial bank.

3. is the capital stock is divided into equal parts.

4. The stock certificate is due to joint stock commercial bank released confirm ownership of one or more of the shares of the joint stock commercial bank. Shares of the joint stock commercial bank can be credited and uncredited as defined by the Charter of commercial bank shares.

5. institutional shareholder or individual owners of one or more of the shares of the joint stock commercial bank.

6. Shareholders who join through the first Charter of commercial bank shares.

7. Major shareholders are individuals or entities owning over 10% of the capital or the holding on 10% of the equity having the right to vote of a joint stock commercial bank.

8. Dividend is annual amount to be deducted from the profits of commercial banks to pay for each share.

Article 3. Joint stock commercial bank State Bank was approved by the new text was involved listing shares on the stock trading center. The State Bank will specific regulations about allowing commercial banks to be listed, the participants the transaction and release new shares at the stock Center. Joint stock commercial bank joining the stock market must comply with the regulations of the law on securities and the stock market.

Article 4. Joint stock commercial bank must have at least 35 shareholders, (joint stock commercial bank operating in rural areas must have at least 25 shareholders); which must have shareholders are State-owned or joint-stock company (with capital of State enterprises on the 30%) involved.

Article 5. Organizations, foreign individuals are only buying the shares of the joint stock commercial bank when the bank allows.

Chapter II SPECIFIC PROVISIONS section I. Shareholders, shares, stocks, dividends, shareholders part i. Article 6 shares. Shareholders of joint stock commercial banks include the State-owned enterprises, the State credit institutions, individuals and other organizations.

Article 7.

1. joint stock commercial bank must have common stock, common stock owners called shareholders.

2. joint stock commercial banks may have preferential voting shares, the owner of the shares voting incentives referred to preferential shareholder voting.

2.1. the voting preference shares are shares of voting more than common stock. Number of voting shares of a voting preference due to Charter commercial bank regulations.


2.2. only shareholders are entitled to hold voting preference shares. Preferential voting of shareholders only valid for 3 (three) years from the date of commercial bank shares to be granted the certificate of business registration. After that time limit, the preferential voting shares of shareholders was converted into common stock.

2.3. Shareholders owning shares non voting preference shares which are transferable to another person.

3. the common stock may not convert into voting preference shares. Voting preference shares can be converted into common shares according to the decision of the general shareholders meeting.

Article 8. Rights of shareholders 1. Rights of shareholders: a) to attend and vote on all matters under the jurisdiction of the general shareholders meeting; the nomination, the nomination of members of the Management Board, supervisory board members (if a sufficient number of shares must be minimum as defined in the Charter of commercial bank shares). Each has a common shares voting;

b) received the dividends with a decision of the general shareholders meeting;

c) precedence to the new when buying shares of commercial banks increased stock capital;

d) transferable shares as defined in the Charter of the joint stock commercial bank, in accordance with the regulations of the Bank;

DD) receive information about the situation of the Bank's activity as defined in the Charter of commercial bank shares;

e) is authorized in writing to each other who directly attend the General Assembly of shareholders according to the Charter of joint stock commercial bank; authorized users are not authorized and is not a candidate of his own;

g) when the joint stock commercial bank in dissolution or insolvency, received a portion of the remaining property corresponds to the number of shares to joint stock commercial bank as defined by the law on the dissolution, bankruptcy;

h) other rights as defined by the law and the Charter of commercial bank shares.

2. major shareholders holding shares in a continuous period of at least 6 months, have the right: a) the nominated person to the Board of management and Supervisory Board;

b) See and receive copies or excerpts of the list of shareholders having the right to attend the meeting of the General Assembly of shareholders;

c) request to convene the General Assembly of shareholders;

d) other rights as defined by the Charter of commercial bank shares but must conform to the regulations of the law.

3. preferential voting shareholders, in addition to the right to enjoy such as universal, stockholders also are voting on the issues under the jurisdiction of the general shareholders meeting with the number voting as defined by the Charter of commercial bank shares.

Article 9. Obligations of shareholders 1. Buy enough of the shares already committed and responsible before the law on the legality of the purchase of capital stock;

2. Observance of the Charter and regulations of the internal management of the joint stock commercial bank;

3. Observance of the decisions of the General Assembly of shareholders, by the Board;

4. Responsibility for the debts and obligations of the other assets of the joint stock commercial bank in the scope of which had contributed;

5. don't withdraw equity in any way;

6. Perform other duties as required by the Charter of joint stock commercial bank but must conform to the regulations of the law.

Article 10. Shareholders, the rights of shareholders.

1. in the first three years from the date of commercial bank shares to be granted the certificate of business registration, the shareholders must together holding at least 20% of the common shares is entitled to sell; common stock shareholders may transfer to others is not the shareholders if the approval of the general shareholders meeting. Founders intended transfer of shares not be voting on the transfer of shares.

2. After the time limit of three years, the limit specified in paragraph 1 of this article with respect to common stock shareholders are repealed.

Article 11. The registry of shareholders 1. Joint stock commercial bank is created and stored in the registry of shareholders from being issued a certificate of business registration. Can shareholders register is written, electronic data files, or both. The registry of shareholders must have the following principal contents: a) the name, the headquarters of the joint stock commercial bank;

b) total shares is entitled to sell, stock type be the rights offered for sale and the number of shares to be offered rights of each type;

c) total number of performance shares sold of each type and equity values have contributed;

d) shareholder Name, address, number of shares each shareholder of each type, the total number of shares of each shareholder, the date of registration of shares.

2. Register of shareholders must be kept at the Head Office of the commercial bank shares. Six-monthly joint stock commercial banks must report in writing to the Bank branch where the joint stock commercial bank headquartered in knowing if there is a change in the content referred to in point 1 of this article.

Part II. Buy, sell and transfer of shares article 12.


1. The shares of the joint stock commercial bank can be bought with money, Vietnam foreign currencies freely convertible, gold, the value of land use and other properties are defined in the Charter of joint stock commercial banks in accordance with the regulations of the law.

2. where the capital contribution by the land use right value and other properties not Vietnam money, foreign currencies freely convertible to gold, are the necessary assets to serve directly for the activity of joint stock commercial bank and must be the General Assembly of shareholders. The valuation and transfer of land use rights, ownership of these assets is done according to the regulations in article 22, article 23 business law and the regulations of the relevant law.

Article 13.

1. The Board decided to sell the shares price. The price offered for sale of shares is not lower than the face value of the shares at the time of selling.

2. The shares were sold or shares has been transferred when the correct record and enough of the information specified in paragraph d of article 11 of this regulation into the register of shareholders; Since that time, people buy shares or assignee shares become shareholders of joint stock commercial bank.

3. procedures and procedures for selling shares on the Stock Exchange Center made as required by law.

Article 14.

1. The shares of the members of the Management Board, the Supervisory Board members, major shareholders, shareholders and foreign shareholders in joint stock commercial bank is released in the form of bearer shares. The total transfer rate of stock names (since the assignment were registered at State Bank) exceeds 20% of the Charter capital must be approved by the State Bank.

2. When changing the percentage shares of the major shareholders of joint stock commercial bank State Bank must be approved in advance in writing.

3. The members of the Management Board, supervisory board, General Director (Director) in the current period and during the time of processing the material consequences under resolution by the shareholders General Assembly personal responsibility not transferable shares, except in the following cases: a) the conveyance of shares exceeding the minimum level to join titles as defined in the Charter Joint stock commercial bank;

b) shareholders in the merged entity, merging, splitting, dissolution, bankruptcy laws or regulations may dying shareholder, lost the capacity to transfer or behaviour required by the decision of the Agency to the law after final processing relevant financial obligations of shareholders in the Bank.

Article 15.

1. Record of the change of shares of shareholders referred to in paragraph 1, paragraph 2 article 14, including: a) the Sheets of the Chairman of the Board;

b transfer of shares) the shareholders (for the single entity to shareholders due to the legal representative of the legal person to sign and stamp);

c) buy shares of the shareholders, which has committed to legality of buying stock funds, financial status, acceptance of joint stock commercial bank and in full compliance with the provisions of the law relating to the purchase of shares (for the single entity to shareholders due to the legal representative of the legal person to sign and stamp);

d) records the transfer of shareholder shares below 20% of the Charter capital;

DD) other relevant documents.

2. joint-stock commercial bank to set up profile (two sets) as defined in paragraph 1 of this article to send State Bank branch where the joint stock commercial bank is headquartered. Within 15 days of receiving the application, the State Bank branch to examine the transferability of shares before the change to ensure the equity of the shareholders is legal and has approval for commercial bank shares are transferable shares or not approved (if it deems the record doesn't guarantee regulations , the change of shares risk losing stability in the commercial banking operations of shares). Non-approved text must clearly state the reason.

3. joint stock commercial bank after the transfer of shares of shareholders to submit shareholder list stars over the State Bank (Bank branch where the headquarters and Service the Bank-State Bank of Vietnam) to report.

Part III. Stock ownership limits article 16.

1. A State enterprise and the company by State enterprises that took from 50% of the Charter capital of the business back up is not the same owner of number of shares exceeding 40% of the Charter capital of a joint stock commercial bank.

2. for shareholders is not the business of the State: an organization and representative, or our company and its subsidiaries have legal possession of shares not exceeding 30% of the Charter capital of a joint stock commercial bank.

3. individual shareholders own the shares do not exceed 15% of the Charter capital of a joint stock commercial bank.

4. individual shareholders and the people involved in a family (father, mother, spouse, child, sibling) owned the number of shares not exceeding 30% of the Charter capital of a joint stock commercial bank.


5. in a family already has representative for the capital of a legal entity shareholder capital contribution to a joint stock commercial bank, the total number of shares owned by the remaining members must ensure the rate is under 20% of the Charter capital of a joint stock commercial bank.

Part IV. Stock, dividend article 17. Shares of joint stock commercial banks are not used to the pledge in the joint stock commercial bank stocks.

Article 18.

1. the shares of the joint stock commercial bank must have the following principal contents: a) name, Head Office of joint stock commercial bank;

b) and on the establishment and licensing of activities;

c) the number of shares and type of shares;

d) face value per share and the total face value of the shares on the stock;

e) shareholder Name (for the stock);

f) summary of the procedure for transfer of shares;

g) sample signature of the legal representative and the seal of the joint stock commercial bank;

h) registered in the shareholders register and release stocks;

I) for stocks of voting preference shares in addition to the above factors must clearly be voting as defined in the Charter of commercial bank shares.

2. within 30 days of the opening operation (for joint-stock commercial bank established new) or from commercial banks registered with the competent State agencies about new capital levels (for joint-stock commercial bank is active), joint-stock commercial bank must release the new stock to shareholders.

Article 19. Joint stock commercial bank can manage the stocks or stock shareholders households at the request of the shareholders. Case of stock names lost, torn, burnt or destroyed under another, shareholders must have single quote immediately and propose joint stock commercial bank to other stocks and charges due to the Bank stock trading regulations.

Article 20. Pay dividends 1. Joint stock commercial bank only paid dividends to shareholders when trading with interest, have completed the obligation to pay tax and other financial obligations as required by law.

2. The Board must establish a list of shareholders to receive dividends, determined the level of dividends to be paid for each share, the duration and form of deferred payment for thirty days before each pay dividends. Notice of dividend must be openly addressed to all shareholders at the latest fifteen days before paying dividends. The notice must specify the name of the commercial bank shares, the shareholder's name and address, number of shares each shareholder's dividend level, for each type of shares and total dividends that shareholders that are received, the time and the method of paying dividends.

3. Shareholders transfer their shares during the time between the end of list of shareholders receive dividends and dividend time, then the assignment is the recipient of dividends from shareholding commercial bank.

Section II. Charter capital article 21.

1. Registered capital are accounted in Vietnam (VND).

2. joint stock commercial bank must ensure real capital levels have not lower the level of capital required by law.

Article 22. Registered capital of the joint stock commercial bank may be increased by issuing new shares or added from additional reserves fund capital to asset prices, and other funds as provided by the law but must be through the General Assembly of shareholders and Bank must be approved in writing prior to implementation.

Article 23. Joint stock commercial bank may not use capital and funds to buy the shares, raising capital with the main shareholders of joint stock commercial bank.

Article 24. Capital is used on the objectives: 1. To purchase, invest in its fixed assets do not exceed 50% of the Charter capital and reserve fund capital additions.

2. Capital contribution, purchase of shares according to the regulations of the Bank;

3. Establishment of affiliated companies as required by the law;

4. Lending;

5. other services business as required by law.

Article 25.

1. joint stock commercial bank State Bank must be approved in writing before the change of capital levels.

2. Approves the proposed profile changes of capital levels, including: a) the Sheets of the Chairman of the Board (stating the reason, necessity);

b) the minutes of the General Assembly of shareholders regarding change capital level;

c) plans to change the level of capital was the General Assembly of shareholders;

d) list and the equity ratio of the major shareholders before and after the change (the record of information as defined in point d of article 11 of this Regulation).

e) petition to buy shares of major shareholders as defined in point c of paragraph 1 article 15 of this regulation.

f) other relevant documents as required by law.


3. joint stock commercial bank to set up the profiles as defined in paragraph 2 of this Article (2 sets) sent the State Bank branch, the city where the Bank is headquartered. Within 15 days of receiving the application, the State Bank branch checks and have documents approved for the unit to change the level of capital. The case found no records to ensure privacy, the change is not necessary and does not conform to the regulations of the law, the State Bank branch have written additional requirements or reason to disapprove of sending joint stock commercial bank said and done.

4. Approval to change the level of capital value in the fiscal year.

5. After you have changed the level of capital according to the written approval of the State Bank, joint stock commercial bank must be registered with the competent State agencies about new capital levels and submit this document (a copy of the certified State Agency) to State Bank and are posted to the Central newspaper , as defined by local law.

6. The Board of joint-stock commercial bank is responsible before the law on the evaluation of records, procedures, conditions for approval to the shareholders according to the requirements defined in this regulation.

Section III. General Assembly of shareholders Article 26. Shareholders General Assembly consists of all the shareholders have the right to vote, is the highest decision-making body of the joint stock commercial bank.

Article 27. Duties and powers of the General Assembly of shareholders 1. Additional amendments to Charter commercial bank shares;

2. Discussion and through the report of the Board on the State of operations and business results, financial settlement, plans to distribute the profits, the return on equities and quoted, use the Fund as proposed by the Board; Directions and tasks of the new financial year;

3. Discussion and through the activity report of the Supervisory Board;

4. Establishment of the company;

5. Divide, split, merger, consolidation, acquisition, dissolution of the Bank and subsidiaries of commercial banks;

6. Decide organizational structure, management and operation of the Bank; Employee payroll, regulation, remuneration, salary Fund for members of the Management Board and Supervisory Board;

7. The decision of the project activities;

8. decision on the construction projects of infrastructure and technical equipment;

9. Approved capital contribution, purchase of shares of the business, other credit institutions;

10. Through the transfer of the common shares of shareholders in three years as defined in article 10 of this regulation;

11. the decision to change the rule in paragraph 1, article 31 of the law on credit institutions, except for the change in location, transaction, branches, representative offices, regarding the transfer of shares has named too of rate State banks and about General Manager (Director) joint stock commercial bank;

12. decision solutions to overcome the huge financial upheaval of joint stock commercial bank;

13. Election, dismissal of members of the Board, if the term Park control or additional alternative vote;

14. Consider wrong and decided to form the handle of the members of the Management Board and Supervisory Board cause damage to shareholders and shareholding commercial bank;

15. The rights and duties under the Charter of the joint stock commercial bank.

Article 28. The authority to convene the General Assembly of shareholders: 1. shareholders General Assembly meeting at least once a year.

2. The General Assembly of shareholders convened the meeting by: a) the decision of the Board;

b) requirements of the shareholders the major shareholders;

c) suggested by the Control Board in the case of the Board of serious breach of obligations of management ngươì as defined in article 86 of law business, the Board makes decisions that exceed the authority is delegated;

d) other cases stipulated in the Charter of commercial bank shares;

e) required by the Director of State Bank branch where joint stock commercial bank is headquartered.

3. The Board must convene a meeting of the General Assembly of shareholders within a period of thirty days from the date of the request specified in paragraph 2 of this Article. The case of the Board did not convene the Supervisory Board to replace the Board to convene a meeting of the General Assembly of shareholders as required by law. Case Control Board did not convene the shareholders request defined in paragraph 2 of this Article have the right to replace the Board, the Supervisory Board convened the General Assembly of shareholders as required by law.

Costs for convening and conducting the shareholders General Assembly meeting will be the commercial bank shares charged to cost of banking activities.

Article 29. List of shareholders having the right to attend the meeting of the General Assembly of shareholders 1. List of shareholders having the right to attend the meeting of the General Assembly of shareholders was created based on the shareholder register of joint-stock commercial bank. List of shareholders having the right to attend the meeting of the General Assembly of shareholders was set when decided to summon and are finishing up at the latest ten days before the opening of the meeting of the General Assembly of shareholders.


2. List of shareholders having the right to attend the meeting of the General Assembly of shareholders must have the full name, permanent address for individuals; name, headquarters for the Organization; the number of shares each shareholder of each type.

3. Every shareholder has the right to provide the relevant information to be included in the list of shareholders having the right to attend the meeting of the General Assembly of shareholders.

4. Shareholders have the right to request the convening of the meeting the shareholders General Assembly amended the false information or adding the necessary information about yourself in the list of shareholders having the right to attend the meeting of the General Assembly of shareholders.

Article 30. Program and content Assembly of shareholders 1. The person convening the shareholders General Assembly meeting to prepare the programme and content of the meeting.

2. Major shareholders have the right to propose the issues to be put on the agenda of the General Assembly of shareholders. Petitions must be in writing and be sent to the Bank at the latest three days before opening day. Proposals must indicate the name of the shareholders, the number of each type of shares of shareholders, issue recommendations to put into the program of the meeting.

3. The convening of the meeting of the General Assembly of shareholders just has the right to reject the recommendations stipulated in paragraph 2 of this Article in the following cases: a) the petitions are sent to incorrect or insufficient, incorrect content;

b) issue recommendations not in authority to decisions of the General Assembly of shareholders.

c) what issues does not match the defined in the Charter of the joint stock commercial bank, is inconsistent with the provisions of the law.

Article 31. Invitation General Assembly of shareholders 1. Who convened a meeting of the General Assembly of shareholders to send a meeting invitation to all shareholders have the right to attend the meeting at the latest within seven working days before the opening day.

2. Enclose the invitation in a meeting to have the program of the meeting, the discussion document as a basis for deciding.

Article 32. The right to attend the meeting of the General Assembly of shareholders 1. Shareholders can directly participate or the written authorization for another part shareholder.

2. where shares are transferable during the period from the date of finishing the list of shareholders to the opening day of the meeting of the General Assembly of shareholders, then the assignee has the right to attend the meeting of the General Assembly of shareholders to replace the assignee with respect to the number of shares has the assignment.

Article 33. Conditions, compliance Assembly of shareholders 1. Shareholders General Assembly meetings are conducted when the number of shareholders attending the meeting represent at least 51% of the voting shares. Specific rate due to Charter commercial bank regulations.

2. in case the first meeting not qualified to conduct as defined in paragraph 1 of this article, shall convene a second meeting within a period of 30 days from the date of the first meeting planned opening. The meeting of the General Assembly of shareholders convened for the second time was in progress when the number of shareholders attending the meeting represent at least 30% of the voting shares. Specific rate due to joint stock commercial bank regulations and recorded on the Charter.

3. where the second summons do not qualify conduct as defined in paragraph 2 of this article, shall convene the third meeting within 20 days from the date of the first meeting the two opening intended. In this case, the meeting of the General Assembly of shareholders in progress does not depend on the number of shareholders attending the meeting.

4. only new shareholders General Assembly has the right to change the programme of the meeting have been posted attached invitation meetings as required.

5. Compliance of the General Assembly of shareholders, voting forms due to Charter commercial bank regulations.

Article 34. Through the decision of the General Assembly of shareholders 1. General Assembly of shareholders through the jurisdiction decisions by voting at the meeting or in writing opinions. The decision of the general shareholders meeting passed when: a the number of shareholder representatives) be at least 51% of the total number of voting shares of all shareholders attended the meeting approved. Specific rate due to Charter commercial bank regulated;

b) to decide on the type of stock and number of shares to be offered rights of each type; additional amendments to Charter commercial bank shares; reorganization, dissolution of joint stock commercial bank must be the number of shareholders representing at least 65% of the total votes of all voting shareholders attending the meeting approved. Specific rate due to Charter commercial bank regulations.

2. The decision of the general shareholders meeting shall be sent to the State Bank branch (joint stock commercial bank where most recent headquarters) and notice to the shareholders have the right to attend the General Assembly meeting of shareholders within a period of fifteen working days from the date of the decision to be adopted.

Article 35. The minutes of the meeting of the General Assembly of shareholders 1. The shareholders meeting must be recorded in the minutes book of the joint-stock commercial bank. The minutes must contain the following principal contents: a) the time and location of the meeting of the General Assembly of shareholders;

b) work program;

c) participants, the full name of the server is located and the Secretariat;

d) summarizes the comments of singing at the shareholders General Assembly;


DD) issues discussed and voted on at the general shareholders meeting; The vote of approval, of the votes against and abstentions; the issue has been passed;

e) total voting of shareholders attended the meeting;

g) total number voting for each matter voted on;

h) name, signature of the presiding and Secretary.

2. The minutes of the meeting of the General Assembly of shareholders is done and through before closing the meeting.

Article 36. Request the annulment of the decision of the General Assembly of shareholders within a period of ninety days from the date of the decision through, shareholders, members of the Management Board, ceo (Director) and the Control Board have the right to request the courts or State Bank review and annulment of the decision of the General Assembly of shareholders in the following cases : 1. The order and procedure for convening meetings of the General Assembly of shareholders do not follow this rule and rules of the joint stock commercial bank;

2. content infringement decisions required by the law or the Charter of joint stock commercial bank.

Chapter III FINAL CLAUSES Article 37. During a maximum of 6 months from the date the decision to enact this regulation has the effect, joint-stock commercial banks must adjust the Charter and internal documents under this rule.

Article 38. The amendments, additional articles, stipulated by this account at the State Bank Governor decided.