Law on credit institutions 47

Subsidiary company of a credit institution shall mean a company in one of following cases: a The credit institution or the credit institution and its related person hold more than 50% of

ASSEMBLY

-Law No 47/2010/QH12

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

-LAW

ON CREDIT INSTITUTIONS

- Pursuant to the Constitution of the Socialist Republic of Vietnam issued in 1992, of

which several articles were amended, supplemented in accordance with theResolution No.51/2001/QH10;

- The National Assembly hereby issues the Law on Credit Institutions

Chapter I GENERAL PROVISIONS Article 1 Governing scope

This Law provides for the establishment, organization, operation, special control,reorganization, dissolution of a credit institution; the establishment, organization, operation

of a foreign bank’s branch, foreign credit institution’s representative office, other foreignorganizations engaging in banking activity

Article 2 Subjects of application

This Law shall be applicable to following subjects:

1 Credit Institutions;

2 Foreign bank’s branches;

3 Foreign credit institution’s representative offices, other foreign organizations engaging inbanking activity;

4 Organizations, individuals being involved in the establishment, organization, operation,special control, reorganization, dissolution of a credit institution; the establishment,

organization, operation of a foreign bank’s branch; foreign credit institution’srepresentative office, other foreign organizations engaging in banking activity.

Article 3 Application of the Law on Credit institutions, international treaties, international commercial practices and related laws

1 The establishment, organization and operation, special control, reorganization,dissolution of a credit institution; the establishment, organization and operation of a foreignbank’s branch, foreign credit institution’s representative office, other foreign organizationsengaging in banking activity shall be required to comply with provisions of this Law andother provisions of applicable laws

2 In the event where there is a difference between provisions in this Law and other lawsrelating to the establishment, organization, operation, special control, reorganization,dissolution of a credit institution; the establishment, organization, operation of a foreignbank’s branch, foreign credit institution’s representative office, other foreign organizationengaging in banking activity, provisions of this Law shall prevail

3 In the event where provisions of an international treaty, to which the Socialist Republic

of Vietnam has acceded, are different from those of this Law, provisions of thatinternational treaty shall prevail

4 Organizations, individuals engaging in banking activity shall be entitled to makeagreement about the application of commercial practices, including:

a) International commercial practices issued by the International Chamber of Commerce; b) Other commercial practices which are not contrary to Vietnam’s laws

Article 4 Interpretation

In this Law, following terms shall be construed as follows:

1 A credit institution shall be an enterprise which performs one or several or all banking

activities Credit institution shall include banks, non-banking credit institutions, finance institutions and people’s credit funds

micro-2 A bank means a type of credit institution which is possibly entitled to perform all

banking activities in accordance with provisions of this Law By operating nature andobjectives, types of banks shall include commercial bank, policy bank, cooperative bank

3 A commercial bank shall be a type of bank which is authorized to perform all banking

activities and other business activities in accordance with provisions of this Law for thesake of profit

4 A non-banking credit institution shall be a type of credit institution which is authorized

to perform one or several banking activities in accordance with provisions of this Law,except for activity of taking deposits from individuals and supply of account paymentservices to the customers Non-banking credit institution shall include finance companies,finance leasing companies and other non-banking credit institutions

A finance leasing company shall be a type of finance company whose major activity isfinance leasing in accordance with provisions of this Law

5 A micro-finance institution shall be a type of credit institution which mainly performs

some banking activities for the purpose of meeting demand of individuals, households oflow income and micro-enterprises

6 A people’s credit fund shall be a credit institution which is established by legal entities,

individuals and households on a voluntary basis in the form of a cooperative to performseveral banking activities in accordance with provisions of this Law and the Law oncooperatives mainly aiming at seeking mutual assistance in development of production,business and living

7 A cooperative bank shall be the bank of all people’s credit funds which are established

from the capital contribution by people’s credit funds and some legal entities in accordance

with provisions of this Law for the main purpose of system connection, financial support,capital regulation in the system of people’s credit funds.

8 A foreign credit institution shall be the credit institution which is established in a foreign

country in accordance with provisions of such country’s laws

A foreign credit institution shall be authorized to have commercial presence in Vietnam inthe form of a representative office, a joint venture bank, a 100% foreign owned bank, aforeign bank’s branch, a joint venture finance company, a 100% foreign owned financecompany, a joint venture finance leasing company, a 100% foreign owned finance leasingcompany

The joint venture bank, 100% foreign owned bank is the type of a commercial bank; a jointventure finance company, 100% foreign owned finance company is the type of a financecompany; a joint venture finance leasing company, a 100% foreign owned finance leasingcompany is the type of a finance leasing company in accordance with provisions of thisLaw

9 A foreign bank’s branch shall be a subsidiary unit of a foreign bank, which has no legal

status, which is guaranteed by the foreign bank to take responsibility for any obligation,commitment of that branch in Vietnam

10 Own capital shall include the fair value of charter capital of a credit institution or the

appropriated capital of a foreign bank’s branch and reserve funds, some other liabilities inaccordance with provisions of the State Bank of Vietnam (hereinafter referred to as theState Bank)

11 License shall include the Establishment and Operation License of a credit institution,

the Establishment License of a foreign bank’s branch, the Establishment License of arepresentative office of a foreign credit institution, other foreign organizations engaging inbanking activity, which is issued by the State Bank The document issued by the State Bank

on the amendment of, supplement to the License shall be an integral part of the License

12 Banking activity shall be the permanent trading, supply of one or more of following

operations:

a) Deposit taking;

b) Credit extension;

c) Supply of account payment service

13 Deposit taking shall mean the taking of deposit from organizations, individuals in the

form of demand deposit, time deposit, savings deposit, issuance of deposit certificate,promissory note, bill and other forms of deposit taking under the principle of full payment

of the principal, interest to be made to the depositor in line with the agreement

14 Credit extension shall mean an agreement under which an organization, individual uses

an amount of money or a commitment which authorizes the use of an amount of moneyunder the principle of repayment to be made by such operations as loan provision, discount,finance leasing, factoring, bank guarantee and other operations of credit extension

15 Supply of account payment service shall mean the supply of means of payment; supply

of payment services in respect of cheque, payment instruction, payment order, collection,collection order, bank card, letter of credit and other payment services to the customer viahis/her account

16 Lending shall mean a form of credit extension, under which the lender lends or commits

to lend an amount of money to the borrower for a specific purpose in a certain period underthe agreement in the principle of principal and interest repayment to be fully made

17 Factoring shall mean a form of extending credit to the seller or buyer through the

acquisition with the recourse right to be reserved to receivables and payables arising fromthe purchase, sale of goods, supply of services under the sales and purchase contract,service contract

18 Bank guarantee shall mean a form of credit extension under which the credit institution

commits with the guarantee taking party that the credit institution shall perform the

financial obligation in lieu of the customer in the event where the customer fails to perform

or insufficiently performs his committed obligations; the customer shall be required toassume the debt and repay to the credit institution in line with the agreement

19 Discount shall mean a term purchase or purchase with the recourse right to be reserved

to assignment instruments, other valuable papers of the beneficiary prior to the paymentmaturity

20 Rediscount shall mean the discount of assignment instruments, other valuable papers

which have already been discounted prior to the payment maturity

21 Monetary brokerage shall mean an intermediary work with brokerage fee for

performing banking activities and other business activities among credit institutions, otherfinancial institutions

22 Payment account shall mean a demand deposit opened by the customer at the bank for

using payment services supplied by the bank

23 Derivative product shall mean a financial instrument which is valuated in

correspondence with the expected fluctuation in value of an original financial asset, such asexchange rate, interest rate, foreign exchange, currency or other financial assets

24 Capital contribution, share purchase of a credit institution shall mean the case where

the credit institution contributes capital to form charter capital, purchases shares ofenterprises, other credit institutions, including the appropriation, contribution of capital tothe subsidiary companies, associated companies of that credit institution; contributescapital to investment funds and entrusts capital to other organizations for capitalcontribution, share purchase under the forms as mentioned above

25 An investment in the form of capital contribution, share purchase for the purpose of taking controlling power to an enterprise shall include the investments accounting for more

than 50% of the charter capital or voting share capital of an enterprise or anotherinvestment which is qualified for governing the decision of Shareholders’ GeneralAssembly or Board of Members

26 Major shareholder of a joint stock credit institution shall mean the shareholder who

holds, directly or indirectly, from 5% of the voting share capital or higher of that joint stockcredit institution

27 Indirect ownership shall mean the case where the organization, individual holds charter

capital, share capital of a credit institution through a related person or through theinvestment entrustment

28 Related person shall mean the organization, individual who has a direct or indirect

relationship with other organization, individual in one of following cases:

a) The parent with subsidiary company and vice versa; credit institution with its subsidiarycompanies and vice versa; among subsidiary companies of the same parent company or ofthe same credit institution; managerial officer, member of Controllers Committee of theparent company or of the credit institution, individual, who or organization, which iscompetent to appoint such persons to the subsidiary company and vice versa;

b) The company or credit institution with the managerial officer, member of the ControllersCommittee of the very company or credit institution or with the company, credit institutionwhich is competent to appoint such persons and vice versa;

c) The company or credit institution with the organization, individual holding from 5% andmore of the charter capital or voting share capital of the very company or credit institutionand vice versa;

d) A person with his/her spouse, father, mother, children, brother, sister;

dd) The company or credit institution with the person as stipulated in point d of thisparagraph of the managerial officer, member of the Controllers Committee, contributingmember or shareholder holding from 5% and more of the charter capital or voting sharecapital of the very company or credit institution and vice versa;

e) The person who is authorized to represent for the organization, individual as stipulated inpoints a, b, c, d and dd of this paragraph with the authorizing organization, individual;

persons who are authorized to represent for the contributed capital of the same organizationwith one another.

29 Associated company of a credit institution shall mean the company in which the credit

institution or the credit institution and its related person hold more than 11% of the chartercapital or more than 11% of the voting share capital, but it is not a subsidiary company ofthat credit institution

30 Subsidiary company of a credit institution shall mean a company in one of following

cases:

a) The credit institution or the credit institution and its related person hold more than 50%

of the charter capital or more than 50% of the voting share capital;

b) The credit institution is entitled to appoint, either directly or indirectly, a majority of orall members of the Board of Directors, Board of Members or General Director (Director) ofthe subsidiary company;

c) The credit institution is entitled to amend, supplement the charter of the subsidiarycompany;

d) The credit institution and its related person controls, either directly or indirectly, theratification of resolutions, decisions of the Shareholders’ General Assembly, Board ofDirectors, Board of Members of the subsidiary company

31 Managerial officer of a credit institution shall include Chairman, members of the Board

of Directors; Chairman, members of the Board of Members; General Director (Director)and other managerial titles as provided for in the Charter of the credit institution

32 Executive officer of a credit institution shall include the General Director (Director),

Deputy General Director (Deputy Director), Chief Accountant, Manager of branches andequivalent titles as provided for in the Charter of the credit institution

Article 5 Use of terms relating to banking activity

Any institution which is not a credit institution shall not be permitted to use the phrase orterm “credit institution”, “bank”, “finance company”, “finance leasing company” or otherphrases, terms in their name, title or supplementary items of the name, title or in tradingdocuments or advertisements, if such use of phrases, terms may make the customermisunderstands that it is a credit institution

Article 6 Form of organization of a credit institution

1 A domestic commercial bank shall be established, organized in the form of a joint stockcompany, except for the case as stated in Paragraph 2 of this Article

2 A State-owned commercial bank shall be established, organized in the form of a limitedliability company with one member, whose 100% of the charter capital is held by the State

3 A domestic non-banking credit institution shall be established, organized in the form of ajoint stock company, a limited liability company

4 A joint venture credit institution, 100% foreign owned credit institution shall beestablished, organized in the form of a limited liability company

5 A cooperative bank, people’s credit fund shall be established, organized in the form of acooperative

6 Micro finance institution shall be established, organized in the form of a limited liabilitycompany

Article 7 Right of operation autonomy

1 A credit institution, foreign bank’s branch shall have the right of business autonomy andtake self responsibility for their business results No organization, individual shall bepermitted to interfere illegally in the business activity of the credit institution, foreignbank’s branch

2 A credit institution, foreign bank’s branch shall be entitled to decline a request for creditextension, supply of other services if it deems as unqualified, inefficient, unconformablewith provisions of applicable laws.

Article 8 Right to engage in banking activity

1 An organization that is eligible in accordance with provisions of this Law and otherprovisions of applicable laws and is granted by the State Bank with a License shall beauthorized to perform one or several banking activities in Vietnam

2 Any individual, organization that is not a credit institution shall be strictly prohibitedfrom performing banking activities, except for the transaction of security deposit, securitiesdealing of a securities company

Article 9 Cooperation and competition in banking activity

1 A credit institution, foreign bank’s branch shall be entitled to cooperate and compete inbanking activity and other business activities in line with provisions of applicable laws

2 Any act of competition restraint or unhealthy competition, which is likely to compromise

or compromises the implementation of the national monetary policies, safety of the creditinstitutions system, benefit of the State, legal rights and interests of organizations,individuals, shall be strictly prohibited

3 The Government shall specifically provide for acts of unhealthy competition in bankingactivity and the way to deal with such acts

Article 10 Protection of customers’ rights and interests

A credit institution, foreign bank’s branch shall have following responsibilities:

1 To participate in deposit insurance, protection organization in accordance with provisions

of applicable laws and to publicly announce the said participation in deposit insurance,protection organization at the head office and branches;

2 To facilitate the customer to deposit and withdraw money, to ensure the full and timelypayment of principal and interest of the deposits;

3 To decline the investigation, blockade, detainment, deduction and transfer of deposit ofcustomer, except for the case where it is requested by a competent state agency inaccordance with provisions of applicable laws or it is approved by the customer;

4 To publicly announce its deposit interest rates, service fees, rights, obligations of thecustomer in respect of each type of product, service that is being supplied

5 To announce the official business time and not to stop transaction at its own discretion atthe announced time In case of stopping transaction at the official business time, the creditinstitution, foreign bank’s branch shall be required to post up at the transaction place within

at least 24 hours before the cut-off time The credit institution, foreign bank’s branch shallnot be permitted to stop transaction for more than 01 working day, except for the case asprovided for in point e, paragraph 1 Article 29 of this Law

Article 11 Responsibility for anti-money laundering, counter-terrorist financing

A credit institution, foreign bank’s branch shall have following responsibilities:

1 Not to conceal, perform business activity relating to the money which has evidenceabout its illegal origin;

2 To set up an internal regulation on anti-money laundering, counter-terrorist financing;

3 To perform measures of anti-money laundering, counter-terrorist financing;

4 To cooperate with competent state agencies in the investigation against the moneylaundering, terrorist financing activity

Article 12 Legal representative of a credit institution

1 The legal representative of a credit institution shall be provided for in the Charter of thatcredit institution and shall be one of following persons:

a) Chairman of the Board of Directors or Chairman of the Board of Members of the creditinstitution;

b) General Director (Director) of the credit institution

2 The legal representative of a credit institution shall be required to reside in Vietnam, inany case of absence from Vietnam, he shall authorize in writing another person, who is amanagerial officer, executive officer of the credit institution and is residing in Vietnam, toperform his rights and obligations

Article 13 Supply of information

1 A credit institution, a foreign bank’s branch shall supply information to the accountholder about the transactions and balance on his/her account in line with the agreementmade with the account holder

2 A credit institution, a foreign bank’s branch shall be responsible for supplying the StateBank with information relating to its business activity and be supplied by the State Bankwith information of the customer who has credit relation with that credit institution, foreignbank’s branch in accordance with applicable provisions of the State Bank

3 A credit institution, foreign bank’s branch shall be entitled to exchange information withone another about their activities

Article 14 Information security

1 Any staff, managerial officer, executive officer of a credit institution, foreign bank’sbranch shall not be permitted to disclose business secrets of the credit institution, foreignbank’s branch

2 A credit institution, foreign bank’s branch shall be required to keep secret theinformation relating to the account, deposit, deposited asset and transactions of thecustomer at the credit institution, foreign bank’s branch

3 Any credit institution, foreign bank’s branch shall not be permitted to supplyinformation relating to the account, deposit, deposited asset, transactions of thecustomer at the credit institution, foreign bank’s branch to other organizations,individuals, except for the case where it is requested by a competent state agency inaccordance with provisions of applicable laws or it is accepted by the customer.

Article 15 Backup database

1 A credit institution, foreign bank’s branch shall be required to set up their backupdatabase so as to ensure the prudential and continuous operation

2 The setting up of backup database of people’s credit funds, micro financeinstitutions and credit institutions which do not receive deposits shall be implemented

in accordance with applicable provisions of the State Bank

Article 16 Purchase of share by foreign investors

1 A foreign investor shall be authorized to purchase shares of Vietnamese creditinstitution

2 The Government shall stipulate conditions, procedures, total maximumshareholding level of foreign investors, the maximum rate of shareholding by aforeign investor at a Vietnamese credit institution; conditions for a Vietnamese creditinstitution to sell shares to foreign investors

Article 17 Bank for policy

1 The Government shall establish a bank for policy which operates not for the sake ofprofit in order to implement socio-economic policies of the State

2 The Government shall provide for the organization and operation of the bank for policy

3 The Bank for policy shall perform internal control, internal audit; prepare, issue internalprocedures on operational activities; perform the regimes on statistics report, operatingreport and payment activity in accordance with provisions of the State Bank

Chapter II LICENCE Article 18 Competence of issuance and revocation of License

The State Bank shall be competent to issue, amend, supplement and revoke the License inaccordance with provisions of this Law

Article 19 Legal capital

1 The Government shall provide for the legal capital level applicable to each type of creditinstitution, foreign bank’s branch

2 The credit institution, foreign bank’s branch shall be required to maintain the fair value

of their charter capital or appropriated capital to be equal to the legal capital at theminimum

3 The State Bank shall provide in details for the way of dealing with the event where thefair value of charter capital of the credit institution, appropriated capital of the foreignbank’s branch decreases to a lower amount than the legal capital

Article 20 Conditions for issuing License

1 A credit institution shall be issued with the License if they can fully satisfy followingconditions:

a) The charter capital, appropriated capital is equal to the legal capital at the minimum;b) Owner of the credit institution is a limited liability company with one member, thefounding shareholder, founding member is a legal entity which is legally operating and hasadequate financial capacity to take part in the capital contribution; the founding shareholder

or founding member is a person who has full civil act capacity and adequate financialcapacity for the capital contribution

Conditions applicable to the owner of the credit institution who is a limited liabilitycompany, founding shareholder, founding member shall be stipulated by the State Bank;

c) Managerial officers, executive officers, members of the Controllers Committee mustfully satisfy standards, conditions as provided for in Article 50 of this Law;

d) Their Charter is in line with provisions of this Law and other provisions of applicablelaws;

dd) Their establishment scheme, business plan is feasible and does not cause any impact onthe security, stability of the credit institutions system; does not create any monopoly orcompetition restraint or unhealthy competition in the credit institutions system

2 A joint venture credit institution, 100% foreign owned credit institution shall be issuedwith a License if they fully satisfy following conditions:

a) Conditions as provided for in Paragraph 1 of this Article;

b) A foreign credit institution shall be authorized to perform banking activity in accordancewith provisions of laws of the country where its head office is located;

c) Activities that they plan to ask for permission to carry out in Vietnam should be theactivities that the foreign credit institution is permitted, for the time being, to perform in thecountry where the foreign credit institution’s head office is located;

d) The foreign credit institution should have healthy activities, satisfy conditions relating tothe total assets, financial situation, adequacy ratios in accordance with provisions of theState Bank;

dd) The foreign credit institution shall be required to make a written commitment as togiving financial, technological, administration, management, operational supports to thejoint venture credit institutions, 100% foreign owned credit institutions; ensuring that theseinstitutions maintain the fair value of their charter capital not to be lower than the legalcapital and observe provisions on prudence assurance of this Law;

e) The foreign competent authority has concluded an agreement with the State Bankrelating to the inspection, supervision over banking activity, exchange of information aboutbanking security supervision and has made a written commitment about the unified

supervision under the international practices applicable to the activities of foreign creditinstitutions;

3 A foreign bank’s branch shall be issued with a License if they fully satisfy followingconditions:

a) Conditions as provided for in points a, b, c and dd in Paragraph 1 and points b, c, d and e

in Paragraph 2 of this Article;

b) The foreign bank should undertake in writing to take responsibility for any obligationsand commitments of the foreign bank’s branch in Vietnam; ensure to maintain the fair value

of the appropriated capital not to be lower than the legal capital and implement provisions

on prudence assurance of this Law

4 A foreign credit institution’s representative office, other foreign institutions engaging inbanking activity shall be issued with a License if they fully satisfy following conditions:a) The foreign credit institution, other foreign institutions engaging in banking activityshould be a legal entity which is authorized to engage in banking activity in such foreigncountry;

b) The foreign credit institution, other foreign institutions engaging in banking activityshould be authorized to establish a representative office in Vietnam under provisions ofapplicable laws of the country where head office of that foreign credit institution, otherforeign institution engaging in banking activity

5 Conditions for the issuance of the License applicable to cooperative banks, people’scredit funds, micro financial institution shall be stipulated by the State Bank

Article 21 Application file, sequences, procedures for the issuance of the License

The State Bank shall provide in details for the application file, sequences, procedures forthe issuance of the License

Article 22 Licensing period

1 Within a period of 180 days since the full receipt of the valid application file, the StateBank shall issue the License or decline to issue the License to the applying institution

2 Within a period of 60 days since the full receipt of the valid application file, the StateBank shall issue the License or decline to issue the License to the representative office ofthe foreign credit institution, other foreign institution engaging in banking activity

3 In case of declining to issue the License, the State Bank shall reply in writing andexplain clearly the reason thereof

Article 23 Fee for issuing the License

A credit institution, foreign bank’s branch, representative office of foreign credit institution,other foreign institution engaging in banking activity which are issued with a License shall

be subject to the payment of fee for the issuance of the License in accordance withprovisions of applicable laws on fees and charges

Article 24 Business registration, operation registration

After having obtained the License, the credit institution, foreign bank’s branch shallregister their business; the representative office of the foreign credit institution, otherforeign institution engaging in banking activity shall register their operation in conformitywith provisions of laws

Article 25 Announcement of operation information

The credit institution, foreign bank’s branch, representative office of the foreign creditinstitution, other foreign institution engaging in banking activity shall be required toannounce on the communication media of the State Bank and on a daily newspaper in 03consecutive issues or on the electronic papers of Vietnam at least 30 days before theexpected opening date in respect of following information:

1 Name, address of the head office of the credit institution, foreign bank’s branch,representative office of the foreign credit institution, other foreign institution engaging inbanking activity;

2 Number, date of issue of the License, Business Registration Certificate, OperationRegistration Certificate and authorized business activities;

3 Charter capital or appropriated capital;

4 Legal representative of the credit institution, General Director (Director) of foreignbank’s branch, Chief of the representative office of the foreign credit institution, otherforeign institution engaging in banking activity;

5 List, respective proportion of capital contribution by founding shareholders orcontributing members or owner of the credit institution;

6 Expected opening date

Article 26 Conditions for operation opening

1 A credit institution, foreign bank’s branch, representative office of the foreign creditinstitution, other foreign institution engaging in banking activity which are issued with theLicense shall only be authorized to launch their operation since the opening of operation

2 In order to open operation, the credit institution, foreign bank’s branch which are issuedwith the License shall be required to fully satisfy following conditions:

a) Their Charter has already been registered with the State Bank;

b) To have Business Registration Certificate; and have enough charter capital, appropriatedcapital, qualified money warehouse in accordance with provisions of the State Bank, theirhead office is qualified for ensuring the security for the assets and in line with therequirements of banking activity;

c) To have organizational structure, administration, management system, internal audit, riskmanagement, internal control system in conformity with the type of operation inaccordance with provisions of this Law and other provisions of applicable laws;

d) To have an information technology system which satisfies the management requirement,operation scale;

dd) To have an internal management regulation on the organization, operation of the Board

of Directors, Board of Members, Controllers Committee, General Director (Director),operational divisions, departments at the head office; internal regulation on riskmanagement; regulation on network management;

e) Their charter capital, appropriated capital in Vietnamese dong should be fully deposited

at the non interest earning frozen account opened at the State Bank at least 30 days beforethe opening of operation The charter capital, appropriated capital shall be released once thecredit institution, foreign bank’s branch has already opened their operation;

g) The operation information has already been disclosed in line with provisions in Article

25 of this Law

3 The credit institution, foreign bank’s branch, representative office of the foreign creditinstitution, other foreign institution engaging in banking activity shall be required to opentheir operation within a period of 12 months since the receipt of the License; after thisperiod, if they fail to open operation, their License shall be revoked by the State Bank

4 The credit institution, foreign bank’s branch being issued with the License shall notifythe State Bank of the conditions for opening operation as provided for in Paragraph 2 ofthis Article at least 15 days prior to the expected opening date; the State Bank shall suspendthe opening of operation if the conditions mentioned in Paragraph 2 of this Article are notfully satisfied

Article 27 Use of License

1 The institution which is issued with the License shall be required to use the right nameand carry out the right contents of operation as stated in the License.

2 The institution which is issued with the License shall not be permitted to erase, buy, sell,transfer, lease, lend the License

Article 28 Revocation of the License

1 The issued License shall be revoked by the State Bank in following cases:

a) There is fraudulent information in the application file for the License so as to bequalified for the issuance of the License;

b) The credit institution is splitted, separated, merged, integrated, dissolved and goesbankrupt;

c) The credit institution, foreign bank’s branch, representative office of the foreign creditinstitution, other foreign institution engaging in banking activity fails to operate in line withthe contents as provided for in the License;

d) The credit institution, foreign bank’s branch commits a serious act of violation to

provisions of laws on required reserve, prudential ratios in operation;

dd) The credit institution, foreign bank’s branch fails to perform or to fully perform the

settlement decision of the State Bank to ensure the prudential ratio in bankingactivity;

e) For a foreign bank’s branch, 100% foreign owned credit institution, representative office

of a foreign credit institution, other foreign institution engaging in bankingactivity, in case the foreign credit institution or other foreign institutionengaging in banking activity is dissolved, bankrupt or their License is revoked

or their operation is suspended by a competent agency of the country wheretheir head office is located

2 The State Bank shall provide in details for the sequences, procedures of revoking theissued License in cases as stipulated in Paragraph 1 of this Article.

3 The institution whose License is revoked shall be required to immediately terminate itsbusiness activities since the Decision on revocation of the License issued by the State Bankcomes into effect

4 The Decision on the revocation of the License shall be promulgated by the State Bank onmass media

Article 29 Changes subject to approval of the State Bank

1 The credit institution, foreign bank’s branch shall be required to obtain the writtenapproval from the State Bank before performing procedures of changing one of followingcontents:

a) Name, location of the head office of the credit institution; name, location of the office of

the foreign bank’s branch;

b) Charter capital level, appropriated capital level, except for the case as stipulated in

Paragraph 3 of this Article;

c) Name, location of the credit institution’s branch;

d) Content, scope and duration of operation;

dd) Transfer of the contributed capital of the contributing member; transfer of shares by

major shareholders, transfer of shares resulting in the fact that a majorshareholder becomes a normal shareholder and vice versa;

e) The business activity is suspended in more than 01 working day, except for the case

where the suspension is due to a reason of force majeures;

g) Stocks are posted up in domestic and foreign securities markets

2 Within a period of 40 days since the full receipt of a valid application file, the State Bankshall issue a Decision on the amendment of, supplement to the License for the changes asstipulated in points a, b and d in Paragraph 1 of this Article; and issue a written approval tothe changes stipulated in points c, dd, e and g in Paragraph 1 of this Article; in case ofrefusal, the State Bank shall reply in writing and clearly explain the reasons thereof.

The file, sequences, procedures of approving changes shall be implemented in accordancewith provisions of the State Bank

3 The change of charter capital level of the people’s credit fund shall be implemented inaccordance with provisions of the State Bank

4 Once obtaining approval to the change of one or several contents as stated in Paragraph 1

of this Article, the credit institution, foreign bank’s branch shall:

a) Amend, supplement the Charter of the credit institution in correspondence with theapproved changes and register the amended, supplemented charter with the State Bank;b) Register changes as stated in Paragraph 1 of this Article with competent state agency.c) Disclose changes as stated in points a, b, c and d in Paragraph 1 of this Article oncommunication media of the State Bank and a daily newspaper in 03 consecutive issues or

an electronic paper of Vietnam within a period of 07 working days since the date ofobtaining the approval from the State Bank

Chapter III ORGANIZATION, ADMINISTRATION, MANAGEMENT

OF A CREDIT INSTITUTION

Section 1GENERAL PROVISIONS

Article 30 Establishment of a branch, representative office, non-productive unit, commercial presence

1 Depending on the type of operation, after having obtained the written approval from theState Bank, the credit institution shall be authorized to establish:

a) Its branch, representative office, domestic non-productive unit, including in the province,city under the central Government’s management where its head office is located;

b) Its branch, representative office and other forms of commercial presence in foreigncountries

2 The State Bank shall provide in details for the conditions, application file and proceduresfor the establishment, termination, dissolution of units as stipulated in Paragraph 1 of thisArticle for specific types of credit institution

Article 31 Charter

1 Charter of a credit institution which is a joint stock company, limited liability companyshall not be contrary to the provisions of this Law and other provisions of applicable laws

A Charter shall have following main contents:

a) Name, location of the head office;

b) Content, scope of operation;

c) Operating duration;

d) Charter capital, method of contributing capital, increasing, reducing charter capital;dd) Duties, authorities of the Shareholders’ General Assembly, Board of Directors, Board

of Members, General Director (Director) and Controllers Committee;

e) Formality of election, appointment, dismissal of members of the Board of Directors,members of the Board of Members, General Director (Director) and ControllersCommittee;

g) Full name, address, nationality and other basic features of the owner, capital contributingmember for a credit institution which is a limited liability company; founding shareholderfor a credit institution which is a joint stock company;

h) Rights and obligations of the owner, capital contributing member for a credit institutionwhich is a limited liability company; rights and obligations of the shareholders for a creditinstitution which is a joint stock company;

i) Legal representative;

k) Principles of finance, accounting, internal control and audit;

l) Formality of ratifying a decision of the credit institution, principle of internal disputesettlement;

m) Bases, method of determining remuneration, salary and bonus to the managerial officer,executive officer, members of the Controllers Committee;

n) Cases of dissolution;

o) Procedures for the amendment of, supplement to the Charter

2 Charter of cooperative bank, people’s credit fund shall be implemented in accordancewith provisions in Article 77 of this Law

3 Charter, contents of the amendment of, supplement to the Charter of the credit institutionshall be registered with the State Bank within a period of 15 days since the date of theratification

Article 32 Organization and management structure of a credit institution

1 The organization and management structure of a credit institution which is established inthe form of a joint stock company shall include the Shareholders’ General Assembly, Board

of Directors, Controllers Committee, General Director (Director)

2 The organization and management structure of a credit institution which is established inthe form of a limited liability company with one member, a limited liability company withtwo members and more shall include the Board of Members, Controllers Committee,General Director (Director).

3 The organization and management structure of a cooperative bank, people’s credit fundshall be implemented in accordance with provisions in Article 75 of this Law

Article 33 Persons who are not permitted to assume a title

1 Following persons shall not be permitted to be a member of the Board of Directors,member of the Board of Members, member of the Controllers Committee, General Director(Director), Deputy General Director (Director) and equivalent titles of the credit institution:a) Persons who are subject to provisions in Paragraph 2 of this Article;

b) Persons who are not permitted to take part in the administration, management inaccordance with provisions of laws on officer, public servant and laws on anti-corruption;c) Person who has ever been the owner of a private enterprise, a member of a partnership,General Director (Director), a member of the Board of Directors, member of the Board ofMembers, member of the Controllers Committee of an enterprise, Head and members of acooperative’s Board of Management at the time where the enterprise, cooperative isdeclared bankrupt, except otherwise for the case where the enterprise, the cooperative isdeclared bankrupt due to a reason of force majeures

d) The legal representative of the enterprise at the time where it is suspended fromoperation, is dissolved by enforcement due to a serious act of violation, except for the casewhere he is a representative upon a proposal by a competent state agency for the purpose ofreorganizing, reinforcing that enterprise;

dd) A person who has ever been suspended from the title of Chairperson of the Board ofDirectors, member of the Board of Directors, Chairperson of the Board of Members,member of the Board of Members, Chief of the Controllers Committee, member of theControllers Committee, General Director (Director) of a credit institution in line with

provisions in Article 37 of this Law or who is determined by a competent agency to commitviolation resulting in the fact that the License of the relevant credit institution is revoked;e) Related person of a member of the Board of Directors, member of the Board ofMembers, General Director (Director) shall not be permitted to undertake the position of amember of the Controllers Committee of the same credit institution;

g) Related person of the Chairperson of the Board of Directors, Chairperson of the Board

of Members shall not be permitted to undertake the position of the General Director(Director) of the same credit institution

2 Following persons shall not be permitted to undertake the position of Chief Accountant,branch Manager, Director of a subsidiary company of the credit institution:

a) An under-age person, a person who has limited or loses civil act capacity;

b) A person who is subject to a criminal liability prosecution for the time being, isobserving a criminal judgment, decision of the Court;

c) A person who has ever been convicted for a serious act of violation and more;

d) A person who was convicted for an act of ownership violation, but the relevant verdicthas not been abolished yet;

dd) Officer, civil servant, managerial office from division level and higher in enterpriseswhere the State holds 50% of the charter capital and more, except for the person who isappointed to be the representative for the contributed capital amount of the State at therelevant credit institution;

e) A military officer, non-commissioned officer, professional soldier, national defenseworker in agencies, units of Vietnamese People’s Army; military officer, professional non-commissioned officer in agencies, units of Vietnam People’s Public Security, except for theperson who is appointed to be the representative for the contributed capital of the State atthe relevant credit institution;

g) Other cases in accordance with provisions in the Charter of the credit institution.

3 Father, mother, spouse, children, brothers and sisters of a member of the Board ofDirectors, member of the Board of Members, General Director (Director) and their spouseshall not be authorized to undertake the position of the Chief Accountant or a person incharge of financial affairs of the credit institution

Article 34 Persons who are not authorized to concurrently undertake different titles

1 The Chairperson of the Board of Directors, Chairperson of the Board of Members of acredit institution shall not be authorized to be concurrently an executive officer of the verycredit institution and of another credit institution, except for the case where the Chairperson

of the Board of Directors of a people’s credit fund is concurrently a member of the Board

of Management of a cooperative bank A member of the Board of Directors, member of theBoard of Members of a credit institution shall not be authorized to be concurrently themanagerial officer of another credit institution, except otherwise such institution is asubsidiary company of that credit institution or a member of the Controllers Committee ofthe very credit institution

2 Chief of the Controllers Committee shall not be authorized to be concurrently a member

of the Controllers Committee, managerial officer of another credit institution A member ofthe Controllers Committee shall not be authorized to concurrently undertake one offollowing positions:

a) A member of the Board of Directors, member of the Board of Members, executiveofficer, staff of the same credit institution or its subsidiary company or an employee of anenterprise, of which the member of the Board of Director, executive officer or a majorshareholder is the member of the Board of Directors, member of the Board of Members,General Director (Director) of the said credit institution;

b) A member of the Board of Directors, member of the Board of Members, executiveofficer of an enterprise, of which a member of the Controllers Committee is concurrently amember of the Board of Directors, member of the Board of Members, executive officer ofthe credit institution

3 General Director (Director), Deputy General Director (Deputy Director) and equivalenttitles shall not be authorized to undertake concurrently one of following positions:

a) Member of the Board of Directors, member of the Board of Members, member of theControllers Committee of other credit institution, except for the case where that institution

is a subsidiary company of the credit institution;

b) General Director (Director), Deputy General Director (Deputy Director) of otherenterprises

Article 35 Natural loss of capacity

1 A member of the Board of Directors, member of the Board of Members, member of theControllers Committee, General Director (Director) shall naturally lose his capacity infollowing cases:

a) Loss of civil act capacity, decease;

b) Violating provisions in Article 33 of this Law on persons who are not authorized toundertake position;

c) Being a representative for the contributed capital of an organization which is ashareholder or contributing member of the credit institution where that organization’s legalstatus is terminated;

d) Being no longer a representative for the contributed capital under the authorization of ashareholder who is an organization;

dd) Being expelled from the territory of the Socialist Republic of Vietnam;

e) Where the License of the credit institution is revoked;

g) Where the labour contract of the General Director (Director) expires;

h) Being no longer a member of the cooperative bank, people’s credit fund

2 The Board of Directors, Board of Members of the credit institution shall make a writtenreport enclosing with documentations regarding the persons who naturally lose capacity asstipulated in Paragraph 1 of this Article and send to the State Bank in 05 working dayssince the date where the said persons are determined to naturally lose capacity and takeresponsibility for the accuracy, truthfulness of this report; perform procedures of election,appointment of vacant titles in accordance with provisions of applicable laws.

3 After the natural loss of capacity, the member of the Board of Directors, member of theBoard of Members, member of the Controllers Committee, General Director (Director) ofthe credit institution shall be responsible for their decision during the term of office

Article 36 Removal, dismissal

1 Chairperson, members of the Board of Directors; Chairperson, members of the Board ofMembers; Chief, member of the Controllers Committee; General Director (Director) of acredit institution shall be removed from his office, dismissed in one of following cases:a) His civil act capacity is limited;

b) His application for resignation from office is submitted to the Board of Directors, Board

of Members, Controllers Committee of the credit institution;

c) Not participating in the activity of the Board of Directors, Board of Members,Controllers Committee in 06 consecutive months, except for the case of force majeures;d) Failing to satisfy the standards, conditions as stipulated in Article 50 of this Law;

dd) The independent member of the Board of Directors fails to meet the requirements ofthe independence;

e) Other cases as stipulated in the Charter of the credit institution

2 After being removed from the office, dismissed, the Chairperson, member of the Board

of Directors; Chairperson, member of the Board of Members; Chief, member of the

Controllers Committee; General Director (Director) of the credit institution shall beresponsible for their decisions during the term of office.

3 Within a period of 10 working days since the ratification of the decision on the removal,dismissal in respect of the persons as stated in Paragraph 1 of this Article, the Board ofDirectors, Board of Members of the credit institution shall send a report enclosing withrelated documents to the State Bank

Article 37 Suspension, temporary suspension of the titles of the Board of Directors, Board of Members, Controllers Committee, General Director (Director)

1 The State Bank shall be entitled to suspend, temporarily suspend the execution of rights,obligations by the Chairperson, members of the Board of Directors, Board of Members,Chief, members of the Controllers Committee, executive officer of the credit institutionwho violates provisions in Article 34 of this Law, other provisions of applicable laws in theperformance of the assigned rights, obligations; to ask the competent agency to dismiss,elect, appoint other people for replacement or nominate other people for replacement if itmay deem necessary

2 The Special Controllers Committee shall be entitled to suspend, temporarily suspend theexecution of rights, obligations by the Chairperson, member of the Board of Directors,Board of Members; Chief, member of the Controllers Committee; executive officer of thecredit institution which is put under special control if it may deem necessary

3 The person who is suspended, temporarily suspended from the execution of rights,obligations as stated in Paragraph 1 and Paragraph 2 of this Article shall be responsible fortaking part in handling shortcomings and violations relating to the personal liability uponrequest by the State Bank, the Board of Directors, the Board of Members, ControllersCommittee of the credit institution or the Special Controllers Committee

Article 38 Rights, obligations of the managerial officers, executive officers of a credit institution

1 To perform the rights, obligations in accordance with provisions of applicable laws, theCharter of the credit institution, resolutions, decisions of the Shareholders’ GeneralAssembly or the owner or capital contributing members of the credit institution.

2 To perform the rights, obligations in an honest, cautious manner, for the benefit of thecredit institution, its shareholders, capital contributing members and owner

3 To be faithful to the credit institution; not to use information, know-how, businessopportunity of the credit institution, abuse the position, title and asset of the creditinstitution for personal benefit or for the sake of another organization, individual whichcauses damage to the benefit of the credit institution, its shareholders, capital contributingmembers and owner

4 To make sure that records of the credit institution are kept for the supply of data to servethe management, control over all activities of the credit institution, the inspection,supervision, examination task by the State Bank

5 To be knowledgeable about various types of risks in activity of the credit institution

6 To timely, fully, accurately notify the credit institution of his rights and interests at otherorganizations, his transaction with other organizations, individuals which may causeconflict with the benefit of the credit institution and to be only authorized to participate insuch transaction when it is approved by the Board of Directors, Board of Members

7 Not to facilitate himself or his related persons to borrow capital, use other bankingservices of the credit institution with more preferential, favourable conditions than generalregulations of the credit institution

8 Not to be entitled to salary, remuneration increase or not to ask for bonus payment in theevent where the credit institution faces losses

9 Other obligations as stipulated in the Charter of the credit institution

Article 39 Responsibility of unveiling related benefits

1 A member of the Board of Directors, member of the Board of Members, member of theControllers Committee, General Director (Director), Deputy General Director (DeputyDirector) and equivalent titles of a credit institution shall be required to unveil followinginformation to the credit institution:

a) Name, address of the head office, lines of business, number and date of issue of theBusiness Registration Certificate, place of business registration of the enterprise, economicorganization where they and their related persons hold an equity proportion, share in theirnames or authorize, entrust other individual, organization to represent from 5% of thecharter capital and more;

b) Name, address of the head office, lines of business, number and date of issue of theBusiness Registration Certificate, place of business registration of the enterprise where theyand their related persons are, for the time being, members of the Board of Directors,members of the Board of Members, members of the Controllers Committee, GeneralDirector (Director)

2 The disclosure of information as stipulated in Paragraph 1 of this Article and change ofrelated information shall be made in writing within a period of 07 working days since thearising or the change of information

3 The credit institution shall be responsible for unveiling the information as stipulated inParagraph 1 of this Article on an annual basis to the Shareholders’ General Assembly,Board of Members of the credit institution, which then shall be posted up and archived atthe head office of the credit institution

Article 40 Internal control system

1 An internal control system is a set of internal mechanisms, policies, processes,regulations, organizational structure of a credit institution, foreign bank’s branch, which areestablished in conformity with guidance of the State Bank and are implemented in order toprevent from, identify, timely deal with risk and obtain the proposed targets

2 The credit institution, foreign bank’s branch shall be required to set up an internal controlsystem in order to ensure following requirements:

a) Efficiency and safety in activity; protecting, managing, utilizing, on a safe and efficientmanner, their assets and resources;

b) The system of financial information and management information is correct, reasonable,adequate and timely;

c) Laws and internal regulations, processes and provisions are complied with

3 Activities of the internal control system of the credit institution, foreign bank’s branchshall be subject to internal audit and periodical assessment by an independent auditorganization

Article 41 Internal audit

1 A credit institution shall be required to establish a responsible internal audit unit underthe management of the Controllers Committee, which performs the internal audit for thecredit institution

2 An internal audit shall carry out the checking, independent and objective assessment tothe internal control system; make independent assessment to the conformity andcompliance with internal provisions, policies, procedures, processes which have beenestablished within the credit institution; provide opinion for the purpose of improving theefficiency of the systems, processes, provisions, making contribution to ensuring the creditinstitution’s activity to be safe, efficient and in line with applicable laws

3 Internal audit result shall be timely reported to the Board of Directors, Board ofMembers, Controllers Committee and sent to the General Director (Director) of the creditinstitution

Article 42 Independent audit

1 Before the fiscal year ends, the credit institution, foreign bank’s branch shall select aqualified independent audit organization in accordance with provisions of the State Bank toaudit their activities in the next fiscal year

2 Within a period of 30 days since the date of selecting an independent audit organization,the credit institution, foreign bank’s branch shall notify the State Bank of the selectedindependent audit organization

3 The credit institution shall be required to perform independent audit again in case wherethere is an exclusive opinion given by the independent audit organization in the auditreport

4 Activity of independent audit for a credit institution which is a cooperative shall beimplemented in accordance with provisions in Paragraph 3 Article 75 of this Law

Section 2GENERAL PROVISIONS APPLICABLE TO A CREDIT INSTITUTION

WHICH IS A JOINT STOCK COMPANY, LIMITED LIABILITY COMPANY

Article 43 Board of Directors, Board of Members and composition of the Board of Directors, Board of Members

1 The Board of Directors, Board of Members shall be a management body which has fullpowers, in the name of the credit institution, to decide, perform rights, obligations of thecredit institution, except for issues which are within the competence of the Shareholders’General Assembly, Owner

2 Tenure of the Board of Directors, Board of Members shall not exceed 05 years Tenure of

a member of the Board of Directors, a member of the Board of Members shall be subject tothat of the Board of Directors, Board of Members A member of the Board of Directors, amember of the Board of Members may be re-elected or re-appointed with unlimitednumber of tenures Tenure of a member of the Board of Directors, a member of the Board

of Members who are supplemented or replaced shall be the remaining period of the tenure

of the relevant Board of Directors, Board of Members The Board of Directors, Board ofMembers of the tenure that has just ended shall continue their operation until the Board ofDirectors, Board of Members of the new tenure take over their affairs.

3 In the event where the number of members of the Board of Directors, members of theBoard of Members is not sufficiently two third of the total number of members of thecurrent tenure or does not qualify the quorum as provided for by the Charter of the creditinstitution, within a period of 60 days since the date where the number of members isinsufficient, the credit institution shall fully supplement with members of the Board ofDirectors, members of the Board of Members

4 The Board of Directors, Board of Members shall use the seal of the credit institution toperform their responsibility and authority

5 The Board of Directors, Board of Members shall have a Secretary who will assist theBoard of Directors, Board of Members Functions, duties of the Secretary shall be providedfor by the Board of Directors, Board of Members

6 The Board of Directors, Board of Members shall establish Committees to assist them inperforming their responsibility and authority, which shall include risk managementCommittee and personnel Committee The Board of Directors, Board of Members shallprovide for the responsibilities, authorities of these two Committees in line with theguidance of the State Bank

Article 44 Controllers Committee and composition of the Controllers Committee

1 A Controllers Committee shall perform internal audit, control, assessment to thecompliance with provisions of laws, internal regulations, Charter and resolutions,stipulations of the Shareholders’ General Assembly, Owner, Board of Directors, Board ofMembers

2 The Controllers Committee of a credit institution shall comprise at least 03 members, thespecific number shall be provided for in the Charter of the credit institution, in which, atleast a half of the total number of members shall be responsible members, who does not

concurrently undertake other positions, affairs at the very credit institution or at otherenterprises.

3 A Controllers Committee shall have an assistance division, internal audit division, beentitled to use resources of the credit institution, entitled to hire external experts andorganizations to perform its responsibilities

4 Tenure of the Controllers Committee shall not exceed 05 years Tenure of a member ofthe Controllers Committee shall be subject to that of the Controllers Committee A member

of the Controllers Committee may be re-elected or re-appointed with unlimited number oftenures Tenure of a member who is supplemented or replaced shall be the remainingperiod of the tenure The Controllers Committee of the tenure that has just ended shallcontinue their operation until the Controllers Committee of the new tenure takes over theiraffairs

5 In the event where the number of members of the Controllers Committee is notsufficiently two third of the total number of members of the current tenure or does notqualify the quorum as provided for by the Charter of the credit institution, within a period

of 60 days since the date where the number of members is insufficient, the credit institutionshall fully supplement with members of the Controllers Committee

Article 45 Duties, authorities of the Controllers Committee

1 To supervise the compliance with provisions of laws and the Charter of the creditinstitution in the administration, management of the credit institution; to take responsibility

to the Shareholders’ General Assembly, the Owner, capital contributing members for theperformance of the assigned duties, authorities

2 To issue internal regulations of the Controllers Committee; on an annual basis, to reviewinternal regulations of the Controllers Committee, important policies on accounting andreporting

3 To perform the function of internal audit; to be entitled to employ independent advisorand be entitled to access, be supplied, on a full, accurate and timely basis, with information,

materials relating to the management activity of the credit institution for the purpose ofperforming the assigned duties, authorities.

4 To appraise financial statements of the first 06 months and every year of the creditinstitution; to report the Shareholders’ General Assembly, the owner, capital contributingmembers on the appraisement result of the financial statements, to make assessment aboutthe reasonability, legality, honesty and cautiousness in the accounting, statistics andpreparation of financial statements The Controllers Committee may consult with the Board

of Directors, Board of Members before submitting reports and proposal to theShareholders’ General Assembly or the owner or capital contributing members

5 To check accounting books, other documents and the administration, managementactivity of the credit institution as they may deem necessary or upon resolution, decision bythe Shareholders’ General Assembly or upon request by major shareholders or a group ofmajor shareholders or by the owner or capital contributing members or the Board ofMembers in conformity with the provisions of applicable laws The Controllers Committeeshall perform the checking task in 07 working days since the receipt of the request Within

a period of 15 days since the ending of the checking, the Controllers Committee shall berequired to make report and explanation for the requested issues to the requestingorganizations, individuals

6 To timely notify the Board of Directors, Board of Members upon finding out anymanagerial officer of the credit institution committing an act of violation; to ask theviolator to immediately stop his act of violation and give out a solution for overcoming theconsequence, if any

7 To draw up a list of founding shareholders, major shareholders, capital contributingmembers and related persons of the members of the Board of Directors, members of theBoard of Members, members of the Controllers Committee, General Director (Director) ofthe credit institution; to keep and update changes of the said list

8 To propose the Board of Directors, Board of Members to convene an irregular meeting

or propose the Board of Directors to convene an irregular Shareholders’ General Assembly

in accordance with provisions of this Law and the Charter of the credit institution

9 To convene an irregular Shareholders’ General Assembly in the event where the Board ofDirectors has a decision which seriously violates provisions of this Law or exceeds theirassigned authority and other cases in accordance with the provisions of the creditinstitution’s Charter

10 Other duties, authorities in accordance with provisions in the Charter of the creditinstitution

Article 46 Rights, obligations of the Chief of the Controllers Committee

1 To organize the performance of the duties, authorities of the Controllers Committee asstipulated in Article 45 of this Law

2 To prepare agenda for the Controllers Committee based on proposals by members of theControllers Committee regarding the duties, authorities of the Controllers Committee; toconvene and preside over the meeting of the Controllers Committee

3 To sign, on behalf of the Controllers Committee, documents within the competence ofthe Controllers Committee

4 To convene, on behalf of the Controllers Committee, an irregular Shareholders’ GeneralAssembly as stipulated in Article 45 of this Law or to propose the Board of Directors,Board of Members to convene an irregular meeting

5 To attend at the meetings of the Board of Directors, Board of Members, to expressopinions, but not to vote

6 To ask his opinion to be recorded in the minutes of the meeting of the Board ofDirectors, Board of Members if his opinion is different from the resolution, decision of theBoard of Directors, Board of Members and make report to the Shareholders’ GeneralAssembly or to the owner, capital contributing members

7 To prepare a working plan and to assign duties to members of the ControllersCommittee.

8 To ensure that all members of the Controllers Committee receive information, on a full,objective and accurate manner, and have sufficient time for discussing the issues to beconsidered by the Controllers Committee

9 To supervise, direct the performance of the assigned duties and rights, obligations by themembers of the Controllers Committee

10 To authorize another member of the Controllers Committee to perform his duty duringhis absence

11 Other rights, obligations in accordance with provisions in the Charter of the creditinstitution

Article 47 Rights, obligations of a member of the Controllers Committee

1 To comply with provisions of laws, the Charter of the credit institution and internalregulations of the Controllers Committee on an honest, cautious manner for the benefit ofthe credit institution and its shareholders, capital contributing members, the owner

2 To elect a member of the Controllers Committee to be the Chief of the Committee

3 To ask the Chief of the Controllers Committee to convene an irregular meeting of theControllers Committee

4 To control the business activity, control the accounting books, assets, financialstatements and propose measures of surmounting

5 To be entitled to ask officers, staff of the credit institution to supply with data andexplanation for the business activities for performing the assigned duties

6 To report the Chief of the Controllers Committee on any extraordinary financial activityand take responsibility for his assessment and conclusion

7 To attend any meeting of the Controllers Committee, to discuss and vote for any issuewithin the duty, authority of the Controllers Committee, except for issues which causeinterest conflict against that member.

8 Other rights, obligations in accordance with provisions in the Charter of the creditinstitution

Article 48 General Director (Director)

1 The Board of Directors, Board of Members shall appoint one of its members to be theGeneral Director (Director) or employ the General Director (Director), except for the case

as provided for in point c Paragraph 1 Article 66 of this Law

2 The General Director (Director) shall be the highest executive officer of the creditinstitution, who is responsible to the Board of Directors, Board of Members for theperformance of his rights and obligations

Article 49 Rights, obligations of the General Director (Director)

1 To organize the implementation of resolutions, decisions of the Shareholders’ GeneralAssembly, Board of Directors, Board of Members

2 To decide on the issues within the competence relating to the daily business activity ofthe credit institution

3 To establish, maintain efficient operation of an internal control system

4 To prepare financial statements and submit to the Board of Directors, Board of Membersfor approval or for reporting to competent level for approval To take responsibility for theaccuracy, truthfulness of the financial statements, statistic reports, settlement data and otherfinancial information

5 To issue, within the competence, internal regulations, stipulations; operational processes,procedures for operating the business management system, information and reportingsystem