SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
No .: 01/2014 / ND-CP
Hanoi, January 3, 2014
REGARDING FOREIGN INVESTORS BUYING STOCK OF VIETNAM CREDIT INSTITUTIONS
Pursuant to the Law on Organization of the Government dated December 25, 2001;
Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;
Pursuant to the Law on Credit Institutions dated June 16, 2010;
Pursuant to the Law on Enterprises of November 29, 2005;
Pursuant to the June 29, 2006 Securities Law and the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Securities Law;
At the proposal of the Governor of the State Bank of Vietnam;
The Government issued a decree on the purchase of shares of Vietnamese credit institutions by foreign investors,
Article 1. Scope
This Decree stipulates the conditions and procedures for the purchase of shares, the maximum level of share ownership of foreign investors, the maximum shareholding percentage of a foreign investor in a credit institution. use Vietnam; Conditions for Vietnamese credit institutions to sell shares to foreign investors.
Article 2. Subjects of application
1. Joint stock credit institutions and credit institutions shall be transformed into joint stock credit institutions (referred to as Vietnamese credit institutions for short).
2. Foreign investors.
3. Other organizations and individuals involved in the purchase of shares of Vietnamese credit institutions by foreign investors.
Article 3. Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Joint stock credit institutions are credit institutions established or organized in the form of joint-stock companies, including joint-stock commercial banks, joint-stock finance companies and financial leasing companies. share.
2. A credit institution which transforms its legal form into a joint-stock credit institution is a credit institution which is changing its legal form from a credit institution operating in the form of a limited liability company to a limited liability company. Credit institutions operate in the form of joint-stock companies.
3. Foreign investors include foreign organizations and individuals.
4. Foreign organizations include:
a) Organizations established and operating under foreign laws and their branches in foreign countries and in Vietnam.
b) Organizations, closed-end funds, member funds and securities investment companies established and operating in Vietnam have a 49% foreign ownership ratio.
5. Foreign individuals are non-Vietnamese nationals.
6. A foreign strategic investor is a foreign organization with financial capability and a written commitment of a competent person to attach a long-term interest to a Vietnamese credit institution and support the group. Vietnamese credit institutions transfer modern technology; developing banking products and services; improve financial capacity, governance, administration.
7. Share ownership includes direct ownership and indirect ownership.
Article 4. Currency used in share purchase and sale transactions
The currency used in the purchase or sale of shares of foreign investors in a Vietnamese credit institution shall be Vietnam dong.
Article 5. Participation in governance at Vietnamese credit institutions
1. Participation in, or appointment of, a representative of a capital contribution to a Board of Directors at a Vietnamese credit institution shall be implemented in accordance with the provisions of the Law on Credit Institutions and relevant laws.
2. Foreign investors shall only be allowed to participate or nominate their representatives to participate in the Board of Management at a Vietnamese credit institution, except in the following cases:
a / Foreign investors may participate or nominate their representatives to participate in councils and administrations of other credit institutions which are subsidiaries of Vietnamese credit institutions to which foreign investors participate, To appoint a representative of the capital contribution to participate in the Managing Board of that Vietnamese credit institution.
b / Foreign investors may participate in or appoint their representatives to participate in the Managing Boards at the weak stock credit institution for restructuring according to the plan approved by the State Bank of Vietnam.
Section 1. FORMS, RATE AND PROCEDURES FOR PURCHASE OF SHARES
Article 6. Form of shares purchase for foreign investors
1. Foreign investors shall buy shares of shareholders of joint stock credit institutions.
2. Foreign investors shall buy shares in cases where joint stock credit institutions sell their shares to increase their charter capital or sell treasury stocks.
3. Foreign investors buying shares in cases where credit institutions convert their legal forms into joint-stock credit institutions.
Article 7. Shareholding percentage of foreign investors
1. The shareholding percentage of a foreign individual shall not exceed 5% of the charter capital of a Vietnamese credit institution.
2. The shareholding percentage of a foreign organization must not exceed 15% of the charter capital of a Vietnamese credit institution except for the cases stipulated in clause 3 of this article.
3. The shareholding percentage of a foreign strategic investor must not exceed 20% of the chartered capital of a credit institution.