Vietnam legal Document pageVietnam legal Document page
The State Bank The Socialist Republic of Vietnam
of Vietnam Independence-freedom-Happiness
--*-- htmlhtmlhtml---
No. : 275/QD-NH5 Hanoi, November 7th, 1994.
The Governor of the State Bank of Vietnam
To promulgate together with this Decision "The Regulation on Shareholders Shares and Prescribed Capital of Joint-Stock Credit Organizations".
Article 2 :
This Decree comes into force as from the date of signing.
Article 3 :
The Chief of Staff of the Governor's Office, the Director of the Department for financial Institutions, the Heads of other concerned units of the State Bank of Vietnam, the Directors of the provincial and municipal Branches of the State Bank of Vietnam, the Chairmen of the Boards of Management of the Joint-stock commercial banks and finance companies shall implements this Decision.
for The State Bank of Vietnam Governor CAO SY KIEM (Signed)
REGULATION ON SHAREHOLDERS SHARES AND PRESCRIBED CAPITAL Of JOINT STOCK CREDIT ORGANIZATIONS (Promulgated attached to Decision No.275 /QD - NH5 dated November 7, 1994 of the Governor of the State Bank of Vietnam)
Chapter I GENERAL PROVISIONS
Article 1
The Joint-Stock Credit Organizations referred to in this Regulation are : joint-stock commercial banks and joint-stock companies.
Article 2
In this Regulation, the following terms and expressions shall be construed as under :
2.1 Legal Capital means the minimum level of capital needed to set up a joint-stock credit organizations as stipulated by the Governor of the State Bank of Vietnam.
2.2 Prescribed Capital means the amount of capital contributed by shareholders or raised from sale of shares to shareholders and is prescribed in the charter of a joint-stock credit organization.
2.3 Share mean the many equal parts into which the prescribed capital of a joint-stock credit organization is decided, each of such parts is called a share.
2.4 A share also means a printed form evidencing the ownership of a share in a joint-stock credit organization. The amount of money registered on such a share is its face value;
2.4.1 founders' Share are shares issued to founder-members;
2.4.2 Ordinary Share are shares issued to shareholders other than founder-members upon formation of a joint-stock credit organization or when a joint-stock credit organization increases its prescribed capital through issuing new shares, or mean such found ers' shares which have been assigned.
2.5 A Shareholder is a legal person or natural person who is owner of one or more shares of a joint-stock credit organization.
2.6 founder-members of a joint-stock credit organization are shareholders who are involved in setting it up under the Ordinance on Banks, Credit Cooperatives and finance Companies. Such founder-members shall together have to own an amount of share-capital minimally equal to 20% of the prescribed capital of their joint-stock credit organization at the time of its formation.
Article 3 :
A joint-stock credit organization must have at least 35 shareholders in case of an urban joint-stock commercial bank and 25 shareholders in case of a joint-stock finance company or a rural joint-stock commercial bank, in which shareholders who are State -owned business must own an aggregate of shares minimally equal to 10% of its prescribed capital.
Article 4 :
foreign legal person and natural persons buying shares of any Vietnamese joint-stock credit organization, in addition to compliance with the stipulations of this Regulation, shall have to implement the provisions set out at Decision No 228/QD-NH5 of the G overnor of the State Bank of Vietnam and other stipulations of the State.
Chapter II BUYING SHARES AND OWNING SHARES
1. Conditions, procedures and documentation for buying shares :
Article 5 :
Conditions for buying shares :
5.1 Regarding legal persons :
5.1.1 Vietnamese legal persons or such legal persons who are foreign economic organizations;
5.1.2 Compliance with Article 4,6,7,8 and 9 of this Regulation
5.2 Regarding natural persons :
5.2.1 Vietnamese citizens or foreigners who have full legal capacity and full capacity of acting;
5.2.2 Compliance with Article 4, Clause 6.2 of Article 6, Clause 8.1 of Article 8, and Article 9 of this Regulation.
Article 6
Any legal person or natural person buying shares of a joint-stock credit organization shall have to submit to the preparatory board or the group of founder-members or the Board of Management a documentation consisting of the originals (or notarized copies ) of the following :
6.1 Regarding a legal person :
6.1.1 An application for buying share (s) signed and caused to be stamped by the legitimate representative of such legal person (Annex 1);
6.1.2 License of establishment;
6.1.3 Certificate of business registration;
6.1.4 License for practice of occupations, with regard to such branches and trades where such licenses are compulsory;
6.1.5 The minutes of the Board Meeting (with regard to a joint-stock or limited liability company with 12 members or more and a joint venture enterprise) which decided to buy such share (s) and appointed such representative at the joint-stock credit orga nization;
6.1.6 The appointment in written form of such representative of the legal person;
6.1.7 The latest balance sheet or balance of accounts;
6.1.8 The declaration of amounts of money used to buy share (s) or pooled in partnership (s) or joint venture (s) with any other businesses or credit organizations and the positions held by such representative of the legal person at such organizations;
6.1.9 Other relevant documents to clarify the foregoing contents.
6.2 Regarding a natural person :
6.2.1 An application for buying share (s), in which such natural person makes a statement that the he/she shall buy the total number of shares registered and is responsible to the law for the legitimacy of the capital sources with which to buy shares (s) (Annex 2);
6.2.2 Each of the founder-members and each other shareholders owning 5% or more of the total number of shares of any joint-stock credit organization shall have to declare, and be liable for the truth of such declaration, the following particulars : positi ons, previous occupations, present occupation, current owner of capital contributed to what business (es), the amount (s) and percentage (s) of capital contributed to such business (es).
2. Capital source (s) for buying share, limits of share holding :
Article 7 :
Legal persons can buy shares under the following stipulations
7.1 State-owned enterprises :paying from such capital sources as permitted under the relevant State regulations after deducting therefrom the amounts to be contributed to the prescribed capital of joint ventures and/or partnership or to buy shares of ot her businesses;
7.2 Enterprises belonging to other economic sectors : paying from their own funds after deducting therefrom the amounts of the legal capital stipulated for the relevant branches and trades and the contributions to be made to the prescribed capital of join t venture and/or partnerships or to buy shares of other businesses;
7.3 Other legal persons : paying from capital sources other than those financed from the State budget.
Article 8
Shall be strictly prohibited any share purchase in the following cases :
8.1 Paying from loan capital borrowed from credit organizations;
8.2 Any joint-stock credit organization buying shares of its own business;
Article 9 :
Limits of share holding :
9.1 Regarding shareholders who are State-owned enterprises : a legal person and his representative, or a company and its subsidiaries having legal person status, shall be permitted to own a number of shares together not exceeding 40% of the prescribed cap ital of a joint-stock credit organization;
9.2 Regarding shareholders who are not State-owned enterprises : a legal person and his representative, or a company and its subsidiaries having legal person status shall be permitted to own a number of shares together not exceeding 20% of the prescribed capital of a joint-stock credit organization;
9.3 A shareholder who is natural person is permitted to own a number of shares not exceeding 10% of the prescribed capital of a joint-stock credit organization;
9.4 Shareholders who are members of the same family (spouses, relatives of three lineal generations, and of siblings spouses) are permitted to own a number of shares together not exceeding 30% of the prescribed capital of a joint-stock credit organization ;
9.5 In case a family with one member representing the capital contribution made by a legal-person shareholders to a joint-stock organization, its other members are permitted to own a number of shares together not exceeding 20% of the prescribed capital of the same joint-stock credit organization.
Chapter III SHAREHOLDERS' RIGHTS, INTERESTS AND RESPONSIBILITIES
1. Capital sources (s) for buying share, limits of share holding :
Article 10 :
The lawful representative of a legal-person shareholder (hereinafter referred to as the Representative) :
10.1 Regarding State-owned enterprises, limited liability companies each having not more than 11 members, private businesses and enterprises with 100% foreign capital : the Representative shall be the Director-General or Director;
10.2 Regarding limited liability companies each having 12 members and above joint-stock company, joint-venture enterprises : the Representative shall be the Chairman of the Board of Management;
10.3 Regarding other legal persons : the Representative shall be the lawful representative of such legal persons.
Article 11 :
11.1 The Representative mentioned in Article 10 of this Regulation can be an individual with full legal capacity and capacity of acting, who belongs to the relevant legal person and is appointed to represent it at a joint-stock credit organization, if the charter of such legal person does not stipulate otherwise.
11.2 A natural-person shareholder (except for any foreign shareholder who is not Vietnamese origin) can appoint another one with full legal capacity and capacity of acting in Vietnam to represent him/her at a joint-stock credit organization.
11.3 The appointment of a representative must be in writing. In case of natural persons, such appointment must be certified by a notary public.
Article 12 :
12.1 In case a shareholder wishes to replace his representative, he must send a written notice signed by the representative referred to in Article 10 above to the Board of Management of the relevant joint-stock credit organization.
12.2 In case legal-person shareholders are merged or incorporated, or in case any of such shareholders is entitle to inherit the rights and obligations of its predecessor, then the new legal-person shareholder shall have to send the legal documents relate d to such merger, incorporation on inheritance to the relevant joint-stock credit organization. The Board of Management of such joint-stock credit organization shall deal with such matters related to shareholders, the Representative and shares as accorda nce with the provisions set out in Article 5,6,7 and 9 of this Regulation.
12.3 In case a legal-person shareholder is dissolved, its shares shall have to be assigned to another/other legal person/persons or natural person/persons.
2. Shareholder's rights, interests and responsibilities :
Article 13 :
13.1 A joint-stock credit organization shall have to record the full names, address, amounts of share-capital of its founder-shareholders in its Charter as approved in writing by the State Bank of Vietnam. In case such founder-shareholders were not iden tified in the past, the relevant joint-stock credit organization shall have to convene a General Meeting to consider it and make decision thereon.
13.2 Shareholders' rights and interests :
13.2.1 Entitlement to receive dividends as provided for by law;
13.2.2 Entitlement to transfer and assign shares as stipulated in the charter of the relevant joint-stock credit organization and in accordance with the provisions of the State Bank of Vietnam;
13.2.3 Priority in buying shares when the joint-stock credit organization call up capital;
13.2.4 Entitlement to have a share of the remaining assets upon liquidation, dissolution or bankruptcy of the joint-stock credit organization;
13.2.5 Being kept informed regularly and unexpectedly of the performance in all aspects of the joint-stock credit organization;
13.2.6 Attendance at the General Meetings, participation in decision-taking through a vote hands, nomination and self-nomination, and voting on appointment or dismissal of the Board Members and the Comptroller in accordance with the provisions of the joi nt-stock credit organization charter and as stipulated by law;
13.2.7 Authorizing their proxies to attend a General Meeting on their behalf, each authorization is valid for a specific General Meeting only and an authorized proxy is not entitled to stand for any election in his/her own capacity;
13.2.8 Requesting the Board of Management to convene an ad hoc General Meeting.
Article 14 :
In addition to the rights and interests set out at Article 13 of this Regulation, a founder-shareholder can be entitled to the following rights and interests, if such are stipulated in the joint-stock organization charter :
14.1 Receiving an extra dividend, the maximum dividend of a founders' share shall not exceed 50% of the ordinary dividend.
14.2 Participating in the General Meetings, voting and decision-taking through a vote of hands without dependence on the number of shares in his/her holding which is stipulated as a compulsory condition to quality for such participation;
14.3 Nominating himself/herself for a post of Board Member without dependence on the number of shares in his/her holding which is stipulated as a compulsory condition to quality for Board Membership;
14.4 In the voting and decision-making process at the General Meetings, each founders' share is represented by two votes;
14.5 Any amendment of the charter in relation to the founder-shareholders' rights and interests referred to in this Article shall have to be approved by a group of shareholders representing at least three-fourths of the total number of founders' shares.
Article 15 :
Shareholders' responsibilities :
15.1 Paying the full amount of share-capital contribution as pledged;
15.2 Complying with the charter of the joint-stock credit organization as adopted by the General Meeting;
15.3 Scrupulously implementing the resolutions of the General Meetings;
15.4 Having liability for the amount of the loss of the joint-stock credit organization to the extent corresponding to the number of shares in their respective holding and their liability for the debts of the joint-stock credit organization is limited to the amount of the shares they have respectively paid up;
15.5 Non-withdrawal of their respective shares of capital in any forms whatsoever.
3. General Meeting - General Meeting of shareholders :
Article 16 :
16.1 The General Meeting is the supreme decision-making body of a joint-stock credit organization. A General Meeting may be attended by the entire shareholders or representatives of the shareholders; a joint-stock credit organization must set out in its charter such matters as the principle. Procedures and the minimum number of shares in one's holding to qualify for attending or appointing one's representative to attend such Meeting.
16.2 A General Meeting may be the initial General Meeting (which establishes the joint-stock credit organization), or an annual General Meeting or an as hoc General Meeting.
16.3 A General Meeting must ensure the participation of a quorum of shareholders as stipulated at : Clause 18.2 of Article 18, Clause 19.2 of Article 19, and Clause 20.2 of Article 20, of this Regulation and must be held in the presence of a representati ve of the State bank Branch in the locality where the head-office of the joint-stock credit organization is based.
Article 17 :
17.1 In the voting and decision-taking process at a General Meeting, each share is presented by one vote.
17.2 A General Meeting resolution is valid only when it is approved by the present shareholders with the following majority votes :
17.2.1 Over 1/2 of votes in case of annual General Meeting,
17.2.2 Over 3/4 of votes in case of a formation General Meeting or ad hoc General Meeting.
17.3 Within 18 days at the latest as from the date a General Meeting is held, the Board of Management shall have to submit the General Meeting resolution attached with all documents related to the appointment and removal of Board Members and Comptroller to the State Bank for consideration and approval, a procedure that makes such documents legally valid.
Article 18 :
18.1 The initial General Meeting is convened by the founder-shareholders or the preparatory board, whose composition includes the founder-shareholders and other shareholders.
18.2 The initial General Meeting shall be valid if the present shareholders have subscribed to at least 3/4 of the prescribed capital upon formation, which include at least 3/4 of the founder-shareholders.
18.3 The tasks and powers of the initial General Meeting :
18.3.1 Checking the eligibility of shareholders and identifying the founder-shareholders, considering applications for shares and capital contribution capability of the initial subscribers;
18.3.2 Adopting the charter and business plan involving money transactions and banking services;
18.3.3 Determining the schedule for capital contribution and the amounts of capital contributed in kind as stipulated by law;
18.3.4 Approving the programs and fixing the time-table for completing all conditions and documentation in application for operation licence;
18.3.5 Deciding on the institutional structure and appointing the Members of the Board of Management and the Comptroller;
18.3.6 Deciding on the principle governing remuneration for official services and necessary expenses for the Members of the Board of Management and the Comptroller;
18.3.7 Deciding on other matters related to the formation of the joint-stock credit organization.
Article 19 :
19.1 The annual General Meeting shall be convened by the Board of Management within 45 days as from the date of end of a fiscal year.
19.2 An annual General Meeting shall be valid if the number of shareholders present therein :
19.2.1 Representative at least 2/3 of the prescribed capital, when convened for the first time;
19.2.2 Represents at least 1/2 of the prescribed capital, when convened in later times.
19.3 The tasks and powers of the annual General Meeting :
19.3.1 Adopting the Board of Management report on the performance and business results and the Comptrollers' report;
19.3.2 Approving the statement of the fiscal year just ended, plans for profit distribution, dividend payment, appropriation of funds, and utilization of funds at the proposal of the Board of Management;
19.3.3 Deciding on the orientation and tasks of the new fiscal year;
19.3.4 Deciding on the increase of the prescribed capital, calling up share-capital and issuing new shares;
19.3.5 Considering any wrong done by any Board Member that is damaging to the joint-stock credit organization and deciding suitable form of treatment thereof;
19.3.6 Electing Members of the Board of Management and Comptrollers if their appointments have expired or effecting additional appointments or replacements as provided for in the charter;
19.3.7 Taking decision on other matters.
Article 20 :
20.1 In case any abnormal problems occur that affect the institution and performance of the joint-stock credit organization, the Board of Management shall have to convene an ad hoc General Meeting at the request of anyone of the following persons of grou ps :
20.1.1 The Chairman of the Board of Management;
20.1.2 At Least 2/3 of the members of the Board Management;
20.1.3 The Head Comptroller
20.1.4 At least 2/3 of the Comptrollers; 2/3
20.1.5 A group of shareholders together owning 2/3 or above of the total shares of the joint-stock credit organization;
20.1.6 Director of the State Bank Branch in the locality where the head office of the joint-stock credit organization is based.
20.2 An ad hoc General Meeting shall be valid if the number of shareholders present therein :
20.2.1 Represent at least 2/3 of the prescribed capital, when convened for the first time;
20.2.2 Represents at least 1/2 of the prescribed capital, when convened in later times;
20.3 The tasks and powers of the ad hoc General Meeting :
20.3.1 Deciding on the policy of dealing with as hoc matters, or disputes, or serious law cases;
20.3.2 Removing members or appointing additional members of the Board of Management, and Comptrollers;
20.3.3 Voting on any amendment of or addition to the charter;
20.3.4 Dealing with urgent matters.
Charter IV SHARES
Article 21 :
Shares to be issued by the joint-stock credit organization are registered shares which are inheritable by law and transferable as appropriate with the charter of the joint-stock credit organization in accordance with the relevant stipulations of the Stat e Bank of Vietnam.
Article 22 :
No shareholder is permitted to mortgage shares or use them as collateral or guarantee in any cases whatsoever.
Article 23 :
23.1 Any shareholder wishing to assign shares shall have to register them and complete relevant procedures at the office of the joint-stock credit organization and shall effect such assignment only upon approval by the Board of Management.
23.2 If the value of all shares to be assigned at one time exceeds 15% of the prescribed capital or if further assignment is required while the total value of all shares assigned in the previous times amounts to 15% of the prescribed capital, the chairma n of the Board of Management shall have to submit a letter of explanation to the Governor of the State Bank of Vietnam and only permit such assignment after obtaining the approval of the Governor of the State Bank of Vietnam.
Article 24 :
The founders' shares are only assignable after years as from the date the joint-stock credit organization starts up its operation. After assignment, such founders' shares shall become ordinary shares, save only if they are inherited by law or transferred among the founder-shareholders themselves.
Article 25 :
25.1 Within a period of 60 days as from the date of receipt of application from the shareholder wishing to assign his/her shares, the Board of Management shall consider and deal with such assignment in accordance with the State Bank stipulations.
25.2 In case the Board of Management does not accept such assignment, it shall inform the reason (s) thereof to the relevant shareholder.
Article 26
The assignment of shares of any of the Board members, the Comptrollers and the Director-General (Director) shall comply with the following stipulation : during his/her appointment and within two years as from the date he ceases to assume such post, he/s he is not allowed to assign his/her shares, save only special circumstances.
Article 27 :
Thirty days prior to the date on which a General Meeting is held, no share assignment is permitted.
Article 28 :
28.1 Each share of a joint-stock credit organization must ensure the following particulars :
- Name and head-office address of the joint-stock credit organization,
- face value of share,
- Name of Shareholder (in case the shareholder is a natural person, then his/her full names, Civil Identity Card number and date and place of issue must be clearly sated),
- Address of shareholder,
- Class of share (founders' share, ordinary share),
- Symbol and serial number,
- Date of issue,
- Space for notes concerning assignment.
28.2 The joint-stock credit organization shall have to make registration with the State Bank Branch in the locality where its head office is based in terms of form and contents of its shares as well as printing particulars and methods of issue and manage ment.
Article 29 :
29.1 Shares upon issuance must bear the signatures of the Chairman of the Board of Management and Head Comptroller to be legally valid.
29.2 When issuing, the joint-stock credit organization must update its shareholders' register and share issuance register accordingly.
Article 30 :
Regarding a new joint-stock credit organization, the issue price of shares must be the same as their face value. Regarding an ongoing joint-stock credit organization, the issue price of new shares aimed at increasing the capital may be higher than their f ace value subject to the resolution of the General Meeting, the balance therefrom shall be applied to the reserve fund to make additions to the prescribed capital.
Chapter V PRESCRIBED CAPITAL
Article 31
31.1 The prescribed capital is contributed or raised through selling shares, in Vietnamese "Dong" or in kind.
31.2 In case contribution is made in kind, it must be necessary assets directly serving business operations and adopted by the General Meeting, in compliance with Article 33 and 34 of this Regulation. The evaluation and transfer of ownership shall be as s tipulated by the State.
31.3 The prescribed capital shall be accounted and monitored in only one currency which is the Vietnamese "Dong" (VND).
Article 32 :
32.1 The joint-stock credit organization is responsible for ensuring that the level of prescribed capital is at least the same as that of legal capital as announced annually by the State Bank of Vietnam for each fiscal year, and ensuring and maintaining t he actual amount of prescribed capital not less than the level of prescribed capital approved by the Governor of the State Bank of Vietnam.
32.2 The prescribed capital can be increased through issuing new shares or additional financing from various funds of the joint-stock credit organization.
Article 33
33.1 The joint-stock credit organization is not permitted to buy shares or pool funds with shareholders out of its prescribed capital, or to distribute dividends to owners in any forms whatsoever.
33.2 The prescribed capital shall be used for the following purposes :
33.2.1 Procuring fixed assets and equipment needed for business;
33.2.2 Technical and professional development;
33.2.3 Setting up partnership and joint ventures, investing in stocks and shares;
33.2.4 Lending;
33.2.5 Establishing necessary reserves in moveable and immovable property;
33.2.6 Doing business in other services in accordance with the contents of operation of the joint-stock credit organization.
Article 34 :
The utilization of the prescribed capital shall have to comply with the following stipulation;
34.1 Procurement of fixed assets shall not exceed 50% of the prescribed capital and the reserve fund to supplement the prescribed capital;
34.2 The total of investment in partnership, joint ventures and stocks and shares shall not exceed 20% of the prescribed capital and the reserve fund to supplement the prescribed capital.
Article 35 :
35.1 The ongoing joint-stock credit organization is permitted to increase its prescribed capital only after a written consent in principle to that effect is obtained from the State Bank of Vietnam.
35.2 The amount by which the prescribed capital is increased, if contributed in cash, shall have to be deposited in a frozen account opened at the State Bank Branch in the province/city where the head office of the joint-stock credit organization is situ ated. The Director of such State Bank Branch shall release this amount of shares-capital only after the Governor of the State Bank of Vietnam issued a decision approving the new prescribed capital.
Article 36 :
36.1 The documentation in application for approval in principle of increase of the prescribed capital consist of :
36.1.1 A letter of explanation of the Chairman of the Boards of Management;
36.1.2 The General Meeting Resolution on increase of the prescribed capital;
36.1.3 Plan for increase of the prescribed capital adopted by the General Meeting (the level of increase of the prescribed capital, the method of increase of capital and its feasibility must be clearly set out in this plan;
36.1.4 Plan and feasible measures to deal with the amount of loss (if any)
36.2 The documentation referred to in Clause 36.1 if this Article shall be sent to the State Bank Branch in the locality where the head office of the joint-stock credit organization is situated, which shall consider it and further it to the Governor of t he State Bank of Vietnam.
36.3 The written approval in principle is valid within the relevant fiscal year.
Article 37 :
37.1 After if has pooled sufficient prescribed capital, or if it has not yet pooled sufficient prescribed capital when the validity of the written approval in principle expires, the joint-stock credit organization shall have to submit a documentation in a pplication for approval of its new prescribed capital to the State Bank Branch in the locality where its head office is situated.
37.2 Such documentation consists of :
37.2.1 A letter of explanation of the Chairman of the Board of Management;
37.2.2 The shareholders' register
37.2.3 The documents of such legal persons or natural persons as set out in Article 6 of this Regulation.
37.3 After appraisal and examination of such documentation in accordance with the provisions set out in Article 3,4,5,6,7,8,9,10,11 and 12 of this Regulation, and after having verified the amount of prescribed capital actually contributed, the Director of the relevant State Bank Branch shall send it attached with his letter of explanation to the Governor of the State Bank of Vietnam for consideration and decision.
Chapter VI fiNAL PROVISIONS
Article 38 :
This Regulation comes into forces as from the date of signing.
Article 39 :
By June 30, 1995 at the latest, all joint-stock credit organizations having been issued operation licenses by the Governor of the State Bank of Vietnam shall have to complete their adjustments in accordance with the provisions of this Regulation.
Article 40 :
The amendment of and addition to this Regulation shall be decided by the Governor of the State Bank of Vietnam.
for The State Bank of Vietnam Governor
CAO SY KIEM (Signed)
Annex 1
form of application for purchase of shares of ....................... (1) (With regard to legal persons)
To : 1. Name of legal Person: - Address of Head Office :................. - Tel./fax number :................. - Type of business :................. - Prescribed capital (allocated capital) :................. - Legal capital (by branch and trade) :
2. Lawful Representative of Legal Person : - full name : - Position at Legal Person : - Civil Identity Card (Passport or any other Identity Card) No : Date of issue:..../..../.... - Place of issue :.... - Original nationality : - Present nationality : - Ethnic origin : Present permanent address :
3. Representative appointed at the joint-stock credit organization : - full names : - Position at Legal Person : - Civil Identity Card (Passport or any other Identity Card) No : Date of issue :...../...../....- Place of issue : - Original nationality : - Present nationality : - Ethnic origin : - Present permanent address :
4. Quantity of shares subscribed :...shares - Total amount : VND
5. Mode of payment : - In cash - Amount : VND - In kind - Value at : VND
6. Schedule of payment : - 1st installment on ..../..../... - Amount : VND - 2nd installment on ..../..../... - Amount: VND - 3rd installment on ..../..../... - Amount : VND
7. Statement : After studying the Charter and Operating Plan of ...................................., in my capacity as lawful representative of Legal Person, I would like to state as follows : - The purchase the full quantity of shares subscribed; - To bear responsibility to the law for the legitimacy of the source of payment for the shares; - To abide by scrupulously by all provisions in the Charter of
Done in ................. on............./........./............ The Lawful Representative (Signed and sealed with full names and position expressly stated)
(1) In case Capital Contribution is made to a finance company does not issue shares, then such expressions "purchase of shares of " shall be replaced with "contribution of capital" and "quantity of shares" with "amount of capital contribution".
Annex 2 :
form of application for purchase of shares of..................... (1) (With regard to natural persons)
To : 1.full names : ................................................Male/female - Date of birth : - Civil Identity Card (passport or any other Identity Card) No:............................. Date of issue :......./......./........ - Place of issue :................................................. - Original nationality :................................... - Present nationality : ................................... - Ethnic origin : ......................................... - Present permanent address :..............................
2. Occupation : ...........................................
3. Present positions at organizations :....................
4. Quantity of shares subscribed :............shares - Total amount : VND.........................................
5. Mode of payment : - In cash - Amount : VND .................................. - In kind - Value at : VND ................................ +. Schedule of payment : - 1st installment on .../.../... - Amount : VND............ - 2nd installment on .../.../... - Amount : VND............ - 3rd installment on .../.../... - Amount : VND............
6. Statement : After studying the Charter and Operating Plan of ...................................., I would like to state as follows :
- The purchase the full quantity of shares subscribed; - To bear responsibility to the law for the legitimacy of the source of payment for the shares; - To abide scrupulously by all provisions in the Charter of ............................................................ Done in.................on.../.../............
The Lawful Representative
(full names and position expressly recorded)
(1) In case Capital Contribution is made to a finance company does not issue shares, then such expressions "purchase of shares of " shall be replaced with "contribution of capital" and "quantity of shares" with "amount of capital contribution".
Annex 3
Declaration of founder-shareholder, shareholder owning 5% of prescribed capital and above
1. Class of shareholder : (founder-shareholder or ordinary shareholder) 2.full names : ......................................................Male/female - Date of birth :......................................... - Place of birth :......................................... - Civil Identity Card (Passport or any other Identity Card) No :....................................................... Date of issue :...../..../..... .....- Place of issue :.... - Original nationality : .................................. - Present nationality : ................................... - Ethnic origin :.......................................... - Present permanent address : .............................
3. Occupation :............................................
4. Past positions :........................................ - Position :.................................... - At :.... - Position :.................................... - At :....
5. Present position : - Position :.................................... - At :.... - Position :.................................... - At :....
6. Having made capital contribution to or invested capital in shares of : - Name of the credit organization :....................... - Quantity of shares :........... shares - Total amount : VND ....................................................... Percentage against the prescribed capital of such credit organization .............................................. - In kind - Value at : VND.................................
7. At present having made capital contribution to, or representing the Legal person owning capital contribution at :
Name of Amount of capital % against Position at business contributed prescribed capital of business
1. Business A 2. Business B 3. ............
I am fully responsible to the law for the truth of this declaration
Done in.....on.../.../... The lawful Representative
(Signed with full names expressly recorded)