Circular No. 52/2024/TT-NHNN dated November 29, 2024 on prescribing formulation and implementation of roadmap for compliance with provisions of Law on Credit Institutions 2024 by commercial banks whose shareholders, shareholders and their related persons owning shares in excess of limits prescribed in Article 55 of The law on credit institutions 2010 amended by 2017

CIRCULAR

PRESCRIBING FORMULATION AND IMPLEMENTATION OF ROADMAP FOR COMPLIANCE WITH PROVISIONS OF LAW ON CREDIT INSTITUTIONS NO. 32/2024/QH15 BY COMMERCIAL BANKS WHOSE SHAREHOLDERS, SHAREHOLDERS AND THEIR RELATED PERSONS OWNING SHARES IN EXCESS OF LIMITS PRESCRIBED IN ARTICLE 55 OF THE LAW ON CREDIT INSTITUTIONS NO. 47/2010/QH12, AS AMENDED BY LAW NO. 17/2017/QH14

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credits Institutions dated January 18, 2024;

Pursuant to the Government's Decree No. 102/2022/ND-CP dated December 12, 2022 prescribing functions, tasks, powers and organizational structure of the State Bank of Vietnam (SBV);

At the request of the Head of the SBV Banking Supervision Agency;

The Governor of the State Bank of Vietnam (hereinafter referred to as “SBV”) promulgates a Circular prescribing the formulation and implementation of roadmap for compliance with provisions of the Law on Credit Institutions No. 32/2024/QH15 by commercial banks whose shareholders, shareholders and their related persons owning shares in excess of the limits prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, as amended by the Law No. 17/2017/QH14.

Article 1. Scope and regulated entities

1. This Circular provides regulations on the formulation and implementation of roadmap for compliance with provisions of the Law on Credit Institutions No. 32/2024/QH15 (hereinafter referred to as "compliance roadmap") by commercial banks (except commercial banks subject to early intervention or placed under special control) whose shareholders, shareholders and their related persons owning shares in excess of the limits prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, as amended by the Law No. 17/2017/QH14 (hereinafter referred to as “owning shares beyond prescribed limit”).

2. This Circular applies to:

a) A single shareholder, or a shareholder and their related persons owning shares beyond prescribed limit;

b) Commercial banks whose shareholders, or shareholders and their related persons owning shares beyond prescribed limit (hereinafter referred to as “commercial banks”).

Article 2. Duration of compliance roadmap

Duration of the compliance roadmap shall be determined by the commercial bank in cooperation with its shareholders, or shareholders and their related persons owning shares beyond prescribed limit, and be specified in the compliance roadmap. Duration of the compliance roadmap must be conformable with restructuring plans/schemes or other decisions/documents approved by competent authorities of shareholders, or shareholders and their related persons (if any).

Article 3. Formulation of compliance roadmap

1. Pursuant to provisions of clause 28 Article 4 and Article 55 of the Law on Credit Institutions No. 47/2010/QH12, as amended by the Law No. 17/2017/QH14, each commercial bank shall compile the list of its shareholders, or shareholders and their related persons owning shares beyond prescribed limit to serve the implementation of provisions of clause 2 or 3 of this Article. This list is compiled on the basis of figures collected until the end of June 30, 2024.

2. The commercial bank whose shareholders, or shareholders and their related persons owning shares beyond prescribed limit as listed in clause 1 of this Article shall:

a) Cooperate with shareholders, or shareholders and their related persons owning shares beyond prescribed limit as listed in clause 1 of this Article in formulating a roadmap which must inter alia include the contents prescribed in clause 4 of this Article for compliance with the limits on share ownership prescribed in Article 55 of the Law on Credit Institutions No. 47/2010/QH12, as amended by the Law No. 17/2017/QH14;

b) Upon completion of the compliance roadmap prescribed in point a of this clause, the commercial bank and its shareholders, or shareholders and their related persons owning shares beyond prescribed limit shall implement provisions of clause 11 Article 210 of the Law on Credit Institutions No. 32/2024/QH15 until they strictly comply with the limits on share ownership prescribed in Article 63 of the Law on Credit Institutions No. 32/2024/QH15.

3. The commercial bank whose shareholders, or shareholders and their related persons owning shares beyond prescribed limit as listed in clause 1 of this Article is entitled to cooperate with its shareholders, or shareholders and their related persons in formulating a roadmap which must inter alia include the contents prescribed in clause 4 of this Article for compliance with the limits on share ownership prescribed in Article 63 of the Law on Credit Institutions No. 32/2024/QH15.

4. A compliance roadmap developed by a commercial bank shall, inter alia, include the following contents:

a) List of shareholders, and shareholders and their related persons owning shares beyond prescribed limit which includes the following information:

For an individual: Full name; personal identification number, issue date, issuing authority, registered place of permanent residence, current residence (if different from his/her permanent residence), date of birth of the individual who is a Vietnamese citizen; nationality, number, issue date and issuing authority of passport, temporary residence in Vietnam, current residence (if different from his/her registered place of temporary residence) of the individual who is a foreigner; information on quantity and ratio of shares/stakes of the commercial bank owned by the individual (including shares/stakes held by others under his/her authorization or entrustment) to the bank’s charter capital; names of authorized or entrusted organizations or individuals, and relationship of the subject shareholder with these organizations or individuals.

For an organization: Name of the organization, number of enterprise registration certificate or another document of equivalent validity, issue date, issuing authority, enterprise ID number, headquarters address; information on quantity and ratio of shares of the commercial bank owned by the organization (including shares held by others under its authorization or entrustment) to the bank’s charter capital; names of authorized or entrusted organizations or individuals, and relationship of the subject shareholder with these organizations or individuals.

Information on representatives of stakes, related persons of shareholders, shareholders in groups of shareholders and related persons;

b) Duration of the compliance roadmap, timelines and measures taken (the subject shareholder or shareholder and its related persons shall reduce their holdings at the commercial bank or take other measures as prescribed by relevant laws);

c) The commercial bank’s commitment to cooperating with and expediting shareholders, and shareholders and their related persons owning shares beyond prescribed limit to strictly implement the abovementioned roadmap.

5. Each commercial bank shall send its compliance roadmap as prescribed in clause 2 or 3 of this Article directly or by post to SBV (via the SBV Banking Supervision Agency), its shareholders, shareholders and their related persons within 120 days from the effective date of this Circular.

6. In order to ensure safe operation of the commercial bank, the SBV Banking Supervision Agency may request the commercial bank to modify its compliance roadmap. Within the time limit requested by the SBV Banking Supervision Agency, the requested commercial bank must cooperate with its shareholders, shareholders and their related persons in modifying its compliance roadmap and sending the modified compliance roadmap directly or by post to the entities specified in clause 5 of this Article.

Article 4. Implementation of compliance roadmap

1. Commercial banks and organizations and individuals involved in their compliance roadmaps shall be responsible for the implementation of their compliance roadmaps submitted to SBV as prescribed in this Circular and relevant laws.

2. During the implementation of its compliance roadmap, the commercial bank shall, where necessary, cooperate with relevant organizations and individuals in modifying measures taken and timelines thereof, provided that it must ensure the duration of compliance roadmap prescribed in Article 2 of this Circular and send its compliance roadmap directly or by post to the entities specified in clause 5 Article 3 of this Circular.

3. Shareholders, or shareholders and their related persons of a commercial bank owning shares beyond prescribed limit shall not be allowed to increase their owned shares at this commercial bank until they strictly comply with the limits on share ownership prescribed in the Law on Credit Institutions No. 32/2024/QH15, unless they receive shares as distributed dividends.

4. A shareholder, or a shareholder and their related persons owning shares beyond prescribed limit shall temporarily be prevented from receiving cash dividends (if any) on the amount of their owned shares in excess of the prescribed limit until they manage to strictly comply with the prescribed limits on share ownership.

5. In case the commercial bank or its shareholder or shareholder and their related persons fail to strictly comply with the compliance roadmap, depending on the nature and severity of the violation, SBV shall consider taking appropriate actions against the violation as prescribed by law.

Article 5. Responsibilities of commercial banks

1. Commercial banks shall act as focal points in formulating and implementing compliance roadmaps; monitor and expedite shareholders, shareholders and their related persons owning shares beyond prescribed limit to cooperate in formulating and implementing compliance roadmaps as prescribed in this Circular.

2. Prepare physical quarterly reports on implementation of compliance roadmaps using the form in the Appendix enclosed herewith, and submit them directly or by post to SBV (via the SBV Banking Supervision Agency). Such a quarterly report includes data collected from the 15^th day of the month preceding the reporting quarter to the 14^th day of the last month of the reporting quarter. A quarterly report must be submitted by the 25^th day of the last month of the reporting quarter (report of Quarter III, 2025 shall be the first reporting quarter).

3. Assume legal responsibility for the accuracy and adequacy of their information provided for SBV, and relevant organizations and individuals.

Article 6. Responsibilities of shareholders, or shareholders and their related persons owning shares beyond prescribed limit of commercial banks

1. Cooperate with commercial banks in formulating compliance roadmaps; implement compliance roadmaps as prescribed by this Circular and relevant laws.

2. Submit reports on implementation of compliance roadmaps (in which difficulties or issues and proposed remedial measures must be indicated) at the request of commercial banks for incorporating in their consolidated reports submitted to SBV.

3. Assume legal responsibility for the accuracy and adequacy of their information provided for commercial banks.

Article 7. Responsibilities of SBV Banking Supervision Agency

1. Receive compliance roadmaps and reports on implementation thereof submitted by commercial banks; direct commercial banks to complete their compliance roadmaps in order to ensure safety operation of commercial banks.

2. Monitor and supervise the implementation by commercial banks, their shareholders, shareholders and their related persons of their compliance roadmaps submitted to SBV.

3. Act as a focal point in requesting the SBV’s Governor to consider and deal with issues that arise during the implementation of this Circular.

Article 8. Implementation

1. This Circular comes into force from January 15, 2025.

2. From the effective date of this Circular, the Circular No. 06/2015/TT-NHNN dated June 01, 2015 of the SBV’s Governor stipulating time limit, process and procedure for transition applied to circumstance under which shares are owned in excess of permitted limit as prescribed in Article 55 of the Law on Credit Institutions shall cease to have effect.

Article 9. Responsibility for implementation

The Chief of Office, Head of the SBV Banking Supervision Agency, heads of units affiliated to SBV, commercial banks, and relevant organizations and individuals are responsible for the implementation of this Circular./.