The table below sets out the key regulatory steps for an institutional foreign investor (the Investor) to subscribe for new shares of a Vietnam listed commercial bank (the Bank) under a private placement. This assumes that the Investor will subscribe for from 5% to 20% of the Bank’s capital. The table below does not include such usual approvals as trading code or disclosures by the Bank or the Investor under securities regulations.

Key approvals	Note
Before signing
Prime Minister’s in-principle approval for dilution of State capital in a State-owned commercial bank	If the Bank is a State-owned commercial bank, a private placement of new shares will dilute State capital in the Bank. Under the regulations on State capital management, such dilution may need to be approved by the Prime Minister.
Shareholder Meeting’s approval	The Shareholder Meeting will need to approve various things including (i) increase of authorised shares, (ii) increase of charter capital, (iii) placement plan including use of proceeds, (iv) waiver of pre-emption rights and (v) listing of new shares.
State Bank’s approval on increase of charter capital	This approval is separate from the approval for placement of shares.
Signing to closing
State Bank’s approval for the Investor’s subscription.	Under Circular 38/2014, the procedures and documents required for this approval will vary depending on the size of the placement (e.g. from 5 to 10%, more than 10% and sale to strategic investors)
State Securities Commission (SSC)’s private placement registration	· The law is not entirely clear whether State Bank’s approval for the Investor’s subscription should be obtained before the SSC’s registration. However, various provisions suggest that such State Bank’s approval should be obtained first. · The private placement must complete within 90 days from the date of the SSC’s receipt of the registration dossier from the Bank. · The Bank is required to open an escrow account to receive the subscription price of the subscribed shares from the Investor.
Business Registration Authority’s capital increase registration	After remittance of the subscription price by the Investor, the Bank will need to apply to obtain an Enterprise Certificate reflecting the new charter capital.
The Bank to report on the result of the private placement to the SSC.	It appears that SSC will issue confirmation on the receipt of result of the private placement. As a matter of practice, SSC will also notify its receipt of result of the private placement on its website.
Vietnam Securities Depository Centre (VSD)’s registration of new shares	The new shares after being issued will need to be registered with the VSD. The registration is done by the Bank. Only until the new shares are registered with VSD, the Investor will have full title of such shares.
The Bank/Investor to apply for the deposit of the subscribed shares with VSD.	VSD will send confirmation regarding the deposit of the subscribed shares to the relevant securities company of the Investor to effect the shares depository.
The Bank to report the completion of the private placement to the State Bank
Post-closing
The Bank to apply to list the subscribed shares on the relevant stock exchange.

Vietnam Business Law