How Credit Institutions can Obtain SBV Approval to List Shares on Stock Exchanges

On 13 September 2012 the State Bank of Vietnam (SBV) issued Circular No. 26/2012/TT-NHNN (Circular 26) guiding the 2010 Law on Credit Institutions and Decree No. 58/2012/ND-CP on procedures for the listing of shares by joint-stock credit institutions in the international and domestic stock exchanges.

Salient provisions of Circular 26 are discussed below.

Scope and applicability

Circular 26 guides the procedures for approval by the SBV with respect to the listing of shares on the international and domestic stock exchanges by joint-stock credit institutions.

Credit 26 applies to joint-stock credit institutions (comprising (i) joint-stock commercial banks, (ii) joint-stock finance companies and (iii) joint-stock finance leasing companies) and organisations and individuals that are involved in the listing of shares on the stock exchanges by the above joint-stock credit institutions.

Conditions for joint-stock credit institutions to list on a stock exchange

Joint-stock credit institutions are allowed to list their shares on a stock exchange only upon satisfaction of the following conditions:

• They have been operational for at least two years up to the date of their application;
• Their paid-in charter capital by the date of application must not be lower than the legal capital as required by law;
• They have been making profits based on the audited consolidated financial statements and audited unconsolidated financial statements for the two years preceding the year of application;
• They have been compliant with the provisions on prudential ratios as required by applicable laws and regulations for the six consecutive months preceding the time of application;
• Their NPL ratio is under 3 percent of the total outstanding loans at the end of the quarter during the two quarters preceding the quarter of their application for listing;
• They perform loan classification and risk provisioning in accordance with the SBV’s regulations at the end of the quarter preceding the quarter of application;
• During the 12 months preceding the time of application, they have not been sanctioned for any administrative violation in the monetary and banking domain in the form of a fine of VND 30 million or more;
• At the time of application, the Board of Management and the Supervisory Board comply with applicable laws in terms of number and structure; and
• They have their own internal audit division and internal control systems in full compliance with Article 40 on internal control system and Article 41 on internal audit of the Law on Credit Institutions and other relevant provisions of applicable laws.

Obtaining approval to be listed on a stock exchange

To obtain approval to be listed on a stock exchange, a joint-stock credit institution must prepare one set of an application dossier in accordance with Circular 26 and send it to the Financial Supervision Agency of the SBV.

Within 40 days after receiving a complete dossier, the SBV will issue a written reply of approval or disapproval of the request for listing on the stock exchanges. If the SBV does not approve of a request, the reply must clearly state the reasons for its refusal.

After receiving written approval from the SBV, the joint-stock credit institution must register its listing on the stock exchange in accordance with securities legislation.

Effectiveness

Circular 26 will come into effect on 29 October 2012.

For inquiries related to this Legal Update, please contact John Marsden, Orsolya Szotyory-Grove or your usual contacts with our firm.