Techcombank would like to share with investors key regulatory changes with regards to investment in shares of credit institutions in Vietnam under the new Law on Credit Institutions (CIs), which shall take effect from 1st July 2024.
“Related person” means an organization or individual that has a direct or indirect relation with another organization or individual in any of the following cases:
a) Parent company with subsidiary and vice versa; parent company with sub-subsidiary and vice versa; credit institution with its subsidiary and vice versa; credit institution with its sub-subsidiary and vice versa; among subsidiaries of a parent company or credit institution; among sub-subsidiaries of a subsidiary of a parent company or credit institution; managers, controllers or members of the Board of Controllers of a parent company or credit institution, and individual or organization competent to appoint these persons with a subsidiary and vice versa;
b) Company or credit institution with its managers, controllers or members of the Board of Controllers, or with company or organization competent to appoint these persons and vice versa;
c) Company or credit institution with organization or individual that owns 5% or more of the charter capital or voting share capital of that company or credit institution and vice versa;
d) Individual with his/her spouse; natural father/mother, foster father/mother, stepfather, stepmother, father-in-law, mother-in-law; natural/foster child, stepchild, daughter-in-law, son-in-law; sibling; half-sibling; brother/sister-in-law of the sibling or half-sibling (hereinafter referred to as “spouse, father, mother, child or sibling”); maternal grandfather/grandmother, paternal grandfather/grandmother; maternal/paternal grandchild; and maternal/paternal aunt, uncle and sibling;
dd) Company or credit institution with individual defined at Point d of this Clause, with manager, controller, member of the Board of Controllers, capital contributor or shareholder owning 5% or more of the charter capital or voting share capital of that company or credit institution and vice versa;
e) Individual authorized to act as a representative of an organization or individual's stake specified at Points a, b, c, d and dd of this Clause with authorizing organization or individual; individuals authorized to act as representatives of stakes of an institution;
g) Other juridical persons and individuals that pose risks to the operation of the credit institution or foreign bank’s branch, defined according to the rules and regulations of the credit institution or foreign bank’s branch or specified in writing by the State Bank of Vietnam through inspection or supervision;
h) Regarding a people's credit fund, a person related to a client of the fund falls within one of the cases specified in points b, c, dd and g of this Clause; client with his/her spouse, father, mother, child or sibling.
“Indirect ownership” means an organization's or individual's ownership of the charter capital of a credit institution through investment trust or an enterprise in which such organization or individual owns more than 50% of charter capital.
- Article 49.2: The shareholder owning at least 01% of charter capital of a credit institution shall provide the following information for the credit institution:
a) Full name; personal identification number; nationality, passport number, date of issuance, place of issuance in cases where the shareholder is a foreigner; number of enterprise registration certificate or a document of equivalent legitimacy in cases where the shareholder is an organization; date of issuance and place of issuance of such document.
b) Information about each related person according to regulations in Point c and Point d Clause 1 of this Article;
c) His/her holdings in the credit institution;
d) His/her related person’s holdings in the credit institution;
- Article 49.3: Persons specified in Clause 1 and Clause 2 of this Article shall notify the credit institution in writing of initial provision of information and any change in such information within 07 working days from the date on which the information is disclosed or changed.
The shareholder is only required to provide the information specified in point c and point d Clause 2 of this Article for the credit institution when his/her holdings or his/her related person's holdings are changed by at least 01% of charter capital of the credit institution in comparison with that of the preceding provision.
- Article 49.4: The credit institution shall post, store information specified in Clauses 1 and 2 of this Article at its headquarter and send a written report to the State Bank within 07 working days from the date on which the credit institution receives the provided information. On annual basis, the credit institution shall disclose information specified in points points a, c, d of Article 49, clause 2 to its General Meeting of Shareholders, General Meeting of Members and the Board of Members.
- Article 49.5: The credit institution shall disclose information about the full name of the individual or name of the organization that is the shareholder owning more than 01% of its charter capital and information specified in point c and point d of Article 49, clause 2 on its website within 07 working days from the date on which it receives the provided information.
- Article 49.6: Organizations and individuals that provide and disclose information shall ensure that the information is provided and disclosed in an honest, accurate, full and prompt manner, and assume their responsibilities for such provision and disclosure.
The shareholder that makes an investment using funding entrusted by another institution or individual shall provide the credit institution with information on the actual owner of shares, which they are holding under trusteeship at this credit institution. The credit institution has the right to terminate the shareholder rights of such a shareholder when detecting that they fail to provide information or provide sufficient and accurate information on the actual owner of shares.
A shareholder and related persons of such shareholder must not own shares whose value exceeds 15% of charter capital of a credit institution. A major shareholder of a credit institution and related persons of such major shareholder must not own shares whose value is 05% or more of the charter capital of another credit institution.
Implementation provisions – Article 210, clause 11: From the effective date of this Law, shareholders and their related persons that hold shares in excess of the limits specified in Article 63 of this Law may continue to maintain such holdings of shares but must not obtain more shares until regulations on holdings are complied with according to this Law, except for receipt of dividends in shares.
1. Shareholders that hold more than 01% of Techcombank’s outstanding numbers of shares and others per requirements by the new law and subsequent regulations please contact Techcombank with details below:
- Shareholders may download and provide information required with the template in the following link
- Kindly sign and stamp, scan the soft copy and send to us at ir@techcombank.com.vn, as well as send us a hard copy to aforementioned address.
- Shareholders may view information that the Bank is required to disclose on the website per Article 49 clause 5 at the following link
2. If you have any queries or need any assistance please contact Techcombank IR team at ir@techcombank.com.vn.
