NATIONAL 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 the Resolution 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 banks branch, foreign credit institutions representative office, other foreign organizations engaging in banking activity. Article 2. Subjects of application Article 2. Subjects of application This Law shall be applicable to following subjects: 1. Credit institutions; 2. Foreign banks branches; 3. Foreign credit institutions representative offices, other foreign organizations engaging in banking activity; 4. Organiztions, individuals being involved in the establishment, organization, operation, special control, reorganization, dissolution of a credit institution; the establishment, organization, operation of a foreign banks branch; foreign credit institutions representative office, other foreign organization engaging in banking activity.

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

Article 3. Application of the Law on Credit institutions, international treaties, international commercial pratices and related laws. 1. The establishment, organization and operation, special control, reorganization, dissolution of a credit institution; the establishment, organization and operation of a foreign banks branch, foreign credit institutions representative office, other foreign organizations engaging in banking activity shall be required to comply with provisions of this Law and other provisions of applicable laws. 2. In the event where there is a difference between provisions in this Law and other laws relating to the establishment, organization, operation, special control, reorganization, dissolution of a credit institution; the establishment, organization, operation of a foreign banks branch, foreign credit institutions representative office, other foreign organization engaging 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 that international treaty shall prevail. 4. Organizations, individuals engaging in banking activity shall be entitled to make agreement 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 Vietnams 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, microfinance institutions and peoples credit funds

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 and objectives, 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 the sake 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 provisons of this Law, except for activity of taking deposits from individuals and supply of account payment services 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 is finance leasing in accordance with provisions of this Law. 5. A micro-finance institution shall be a type of credit institution which mainly perform some banking activities for the purpose of meeting demand of individuals, households of low income and micro enterprises. 6. A peoples 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 perform several banking activities in accordance with provisions of this Law and the Law on cooperatives mainly aiming at seeking mutual assistance in development of production, business and living. 7. A cooperative bank shall be the bank of all peoples credit funds which are established from the capital contribution by peoples 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 peoples 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 countrys laws.

A foreign credit institution shall be authorized to have commercial presence in Vietnam in the form of a representative office, a joint venture bank, a 100% foreign owned bank, a foreign banks branch, a joint venture finance company, a 100% foreign owned finance company, a joint venture finance leasing company, a 100% foreign owned finance leasing company. The joint venture bank, 100% foreign owned bank is the type of a commercial bank; a joint venture finance company, 100% foreign owned finance company is the type of a finance company; a joint venture finance leasing company, a 100% foreign owned finance leasing company is the type of a finance leasing company in accordance with provisions of this Law. 9. A foreign banks branch shall be a subsidiary unit of a foreign bank, which has no legal status, which is guaranteed by the foreign bank to take responsibilty for any obligation, commitment of that branch in Vietnam 10. Own capital shall include the fair value of charter capital of a credit instituion or the appropriated capital of a foreign banks branch and reserve funds, some other liabilities in accordance with provisions of the State bank of Vietnam (hereinafter referred to as the State Bank). 11. License shall include the Establishment and Operation License of a credit institution, the Establishment License of a foreign banks branch, the Establishment License of a representative office of a foreign credit institution, other foreign organizations engaging in banking 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 money under 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 via his/ 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 under the 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 from the 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 to assume 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 payment maturity.

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, other financial 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 as exchange 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 of enterprises, other credit institutions, including the appropriation, contribution of capital to the subsidiary companies, associated companies of that credit institution; contributes capital to investment funds and entrusts capital to other organizations for capital contribution, 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 another investment which is qualified for governing the decision of Shareholders General Assembly or Board of Members. 26. Major shareholder of a joint stock credit institution shall mena the shareholder who holds, directly or indirectly, from 5% of the voting share capital or higher of that joint stock credit 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 the investment 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 subsidiary companies and vice versa; among subsidiary companies of the same parent company or of the same credit institution; managerial officer, member of Controllers Committee of the parent company or of the credit institution, individual, who or organization, which is competent to appoint such persons to the subsidiary company and vice versa; b) The company or credit institution with the managerial officer, member of the Controllers Committee of the very company or ctedit institution or with the company, credit institution which is competent to appoint such persons and vice versa; c) The company or credit institution with the organization, individual holding from 5% and more of the charter capital or voting share capital of the very company or credit institution and 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 this paragraph of the managerial officer, member of the Controllers Committee, contributing member or shareholder holding from 5% and more of the charter capital or voting share capital of the very company or credit institution and vice versa; e) The person who is authorized to represent for the organization, individual as stipulated in points 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 organization with 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 charter capital or more than 11% of the voting share capital, but it is not a subsidiary company of that 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 or all members of the Board of Directors, Board of Members or General Director (Director) of the subsidiary company; c) The credit institution is entitled to amend, supplement the charter of the subsidiary company; d) The credit institution and its related person controlls, either directly or indirectly, the ratification of resolutions, decisions of the Shareholders General Assembly , Board of Directors, 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 and equivalent 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 or term credit institution, bank, finance company, finance leasing company or other phrases, terms in their name, title or supplementary items of the name, title or in trading documents or advertisements , if such use of phrases, terms may make the customer misunderstands that it is a credit institution. Artile 6. Form of organization of a credit institution.

1. A domestic commercial bank shall be established , organized in the form of a joint stock company, 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 limited liability 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 a joint stock company, a limited liability company 4. A joint venture credit institution, 100% foreign owned credit institution shall be established, organized in the form of a limited liability company. 5. A cooperative bank, peoples credit fund shall be established, organized in the form of a cooperative. 6. Micro finance institution shall be established, organized in the form of a limited liability company. Article 7. Right of operation autonomy 1. A credit institution, foreign banks branch shall have the right of business autonomy and take self responsibility for their business results. No organization, individual shall be permitted to interfere illegally in the business activity of the credit institution, foreign banks branch. 2. A credit institution, foreign bank branch shall be entitled to decline a request for credit extension, supply of other services if it deems as unqualified, inefficient, unconformable with 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 other provisions of applicable laws and is granted by the State Bank with a License shall be authorized to perform one or several banking activities in Vietnam.

2. Any individual, organization that is not a credit institution shall be strictly prohibited from performing banking activities, except for the transaction of security deposit, securities dealing of a securities company Article 9. Cooperation and competition in banking activity 1. A credit institution, foreign banks branch shall be entitled to cooperate and compete in banking 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 credit institutions 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 banking activity and the way to deal with such acts. Article 10. Protection of customers rights and interests A credit institution, foreign banks 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 particitpation in deposit insurance, protection organization at the head of office and branches; 2. To facilitate the customer to deposit and withdraw money, to ensure the full and timely payment of principal and interest of the deposits; 3. To deline the investigation, blockade, detainment, deduction and transfer of deposit of customer, except for the case where it is requested by a competent state agency in accordance 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 the customer 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 at the announced time. In case of stopping transaction at the official business time, the credit institution, foreign banks branch shall be required to post up the transaction place within at least 24 hours before the cut-off time. The Credit institution, foreign banks branch shall not be permitted to stop transaction for more than 01 working day, except for the case as provided 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 banks branch shall have following responsibilities: 1. Not to conceal, perform business activity relating to the money which has evidence about 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 cometent state agencies in the investigation against the money laundering, 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 that credit institution and shall be one of following persons: a) Chairman of the Board of Directors or Chairman of the Board of Members of the credit institution; b) General Director (Director) of the credit institution. 2. The legal representative of a credit institution shall be required to reside in Vietnam, in any case of absence from Vietnam, he shall authorize in writing another person, who is a managerial officer, excutive officer of the credit institution and its residing in Vietnam, to perform his rights and obligations.

Article 13. Supply of information 1. A credit institution, a foreign banks branch shall supply information to the account holder about the transactions and balance on his/her account in line with the agreement made with the account holder 2. A credit institution, a foreign banks branch shall be responsible for supplying the State Bank with information relating to its business activity and be supplied by the State Bank with information of the customer who has credit relation with that credit institution, foreign banks branch in accordance with applicable provisions of the State Bank. 3. A credit institution, foreign banks branch shll be entitled to exchange information with one another about their activities. Article 14. Information security 1. Any staff, managerial officer, excutive officer of a credit institution, foreign banks branch shall not be permitted to disclose business secrets of the credit institution, foreign banks branch. 2. A credit institution, foreign banks branch shall be required to keep secret the information relating to the account, deposit, deposited asset and transactions of the customer at the credit institution, foreign banks branch. 3. Any credit institution, foreign banks branch shall not be permitted to supply information relating to the account, deposit, deposited asset, transactions of the customer at the credit institution, foreign banks branch to other organizations, individuals, except for the case where it is requested by a competent state agency in accordance with provisions of applicable laws or it is accepted by the customer. Article 15. Backup database 1. A credit institution, foreign banks branch shall be required to set up their backup database so as to ensure the prudential and continuous operation.

2. The setting up of backup database of peoples credit funds, micro finance institutions 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 credit institution. 2. The Government shall stipulate conditions, procedures, total maximum

shareholding level of foreign investors, the mazimum rate of shareholding by a foreign investor at a Vietnamese credit institution; conditions for a Vietnamese credit institution 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 of profit 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 internal procedures on operational activities; perform the regimes on statistics report, operating report 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 in accordance with provisions of this Law. Article 19. Legal capital 1. The Government shall provide for the legal capital level applicable to each type of credit

institution, foreign banks branch; 2. The credit institution, foreign banks branch shall be required to maintain the fair value of their charter capital or appropriated capital to be equal to the legal capital at the minimum. 3. The State Bank shall provide in details for the way of dealing with the event where the fair value of charter capital of the credit institution, appropriated capital of the foreign banks 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 following conditions: 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, the founding shareholder, founding member is legal entity which is legally operating and has adequate 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 financial capacity for the capital contribution. Conditions applicable to the owner of the credit institution who is a limited liability company, founding shareholder, founding member shall be stipulated by the State Bank; c) Managerial officers, executive officers, members of the Controllers Committee must fully 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 applicable laws; dd) Their establishment scheme, business plan is feasible and does not cause any impact on the security, stability of the credit institutions system; does not create any monopoly or competition restraint or unhealthy competition in the credit institutions system.

2. A joint venture credit institution, 100% foreign owned credit institution shall be issued with a License 2. A joint venture credit institution, 100% foreign owned credit institution shall be issued with 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 accordance with 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 the activities that the foreign credit institution is permitted, for the time being, to perform in the country where the foreign credit institutions head office is located; d) The foreign credit institution should have healthy activities, satisfy conditions relating to the total assets, financial situation, adequacy ratios in accordance with provisions of the State Bank; dd) The foreign credit institution shall be required to make a written commitment as to giving financial, technological, administration, management, operational supports to the joint venture credit institutions, 100% foreign owned credit institutions; ensuring that these institutions maintain the fair value of their charter capital not to be lower than the legal capital and observe provisions on prudence assurance of this Law; e) The foreign competent authority has concluded an agreement with the State Bank relating to the inspection, supervision over banking activity, exchange of information about banking security supervision and has made a written commitment about the unified supervision under the international practices applicable to the activities of foreign credit institutions; 3. A foreign banks branch shall be issued with a License if they fully satisfy following conditions:

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 obligations and commitments of the foreign banks 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 institutions representative office, other foreign institutions engaging in banking activity shall be issued with a License if they fully satisfy following conditions: a) The foreign credit institution, other foreign institutions engaging in banking activity should be a legal entity which is authorized to engage in banking activity in such foreign country; b) The foreign credit institution, other foreign institutions engaging in banking activity should be authorized to establish a representative office in Vietnam under provisions of applicable laws of the country where head office of that foreign credit institution, other foreign institution engaging in banking activity. 5. Conditions for the issuance of the License applicable to cooperative banks, peoples credit 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 for the 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 State Bank 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 State Bank shall issue the License or decline to issue the License to the representative office of

the 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 and explain clearly the reason thereof. Article 23. Fee for issuing the License A credit institution, foreign banks 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 with provisions of applicable laws on fees and charges. Article 24. Business registration, operation registration After having obtained the License, the credit institution, foreign banks branch shall register their business; the representative office of the foreign credit institution, other foreign institution engaging in banking activity shall register their operation in conformity with provisions of laws. Article 25. Announcement of operation information The credit institution, foreign banks branch, representative office of the foreign credit institution, other foreign institution engaging in banking activity shall be required to announce on the communication media of the State Bank and on a daily newspaper in 03 consecutive issues or on the electronic papers of Vietnam at least 30 days before the expected opening date in respect of following information: 1. Name, address of the head office of the credit institution, foreign banks branch, representative office of the foreign credit institution, other foreign institution engaging in banking activity; 2. Number, date of issue of the License, Business Registration Certificate, Operation Registration Certificate and authorized business activities; 3. Charter capital or appropriated capital;

4. Legal representative of the credit institution, General Director (Director) of foreign banks branch, Chief of the representative office of the foreign credit institution, other foreign institution engaging in banking activity; 5. List, respective proportion of capital contribution by founding shareholders or contributing members or owner of the credit institution; 6. Expected opening date. Article 26. Conditions for operation opening 1. A credit institution, foreign banks branch, representative office of the foreign credit institution, other foreign institution engaging in banking activity which are issued with the License shall only be authorized to launch their operation since the opening of operation. 2. In order to open operation, the credit institution, foreign banks branch which are issued with 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, appropriated capital, qualified money warehouse in accordance with provisions of the State Bank, their head office is qualified for ensuring the security for the assets and in line with the requirements of banking activity; c) To have organizational structure, administration, management system, internal audit, risk management, internal control system in conformity with the type of operation in accordance 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 risk management; 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 before the opening of operation. The charter capital, appropriated capital shall be released once the credit institution, foreign banks 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 banks branch, representative office of the foreign credit institution, other foreign institution engaging in banking activity shall be required to open their operation within a period of 12 months since the receipt of the License; after this period, if they fail to open operation, their License shall be revoked by the State Bank. 4. The credit institution, foreign banks branch being issued with the License shall notify the State Bank of the conditions for opening operation as provided for in Paragraph 2 of this Article at least 15 days prior to the expected opening date; the State Bank shall suspend the opening of operation if the conditions mentioned in Paragraph 2 of this Article are not fully satisfied. Article 27. Use of License

1. The institution which is issued with the License shall be required to use the right name and 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 be qualified for the issuance of the License; b) The credit institution is splitted, separated, merged, integrated, dissolved and goes bankrupt; c) The credit institution, foreign banks branch, representative office of the foreign credit institution, other foreign institution engaging in banking activity fails to operate in line with the contents as provided for in the License; d) The credit institution, foreign banks branch commits a serious act of violation to provisions of laws on required reserve, prudential ratios in operation; dd) The credit institution, foreign banks branch fails to perform or to fully perform the settlement decision of the State Bank to ensure the prudential ratio in banking activity; e) For a foreign banks branch, 100% foreign owned credit institution, representative office of a foreign credit institution, other foreign institution engaging in banking activity, in case the foreign credit institution or other foreign institution engaging in banking activity is dissolved, bankrupt or their License is revoked or their operation is suspended by a competent agency of the country where their head office is located. 2. The State Bank shall provide in details for the sequences, procedures of revoking the issued License in cases as stipulated in Paragraph 1 of this Article. 3. The institution whose License is revoked shall be required to immediately terminate its business activities since the Decision on revocation of the License issued by the State Bank comes into effect. 4. The Decision on the revocation of the License shall be promulgated by the State Bank on mass media. Article 29. Changes subject to approval of the State Bank

1. The credit institution, foreign banks branch shall be required to obtain the written approval from the State Bank before performing procedures of changing one of following contents: a) Name, location of the head office of the credit institution; name, location of the office of the foreign banks 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 institutions 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 major shareholder 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 Bank shall issue a Decision on the amendment of, supplement to the License for the changes as stipulated in points a, b and d in Paragraph 1 of this Article; and issue a written approval to the changes stipulated in points c, dd, e and g in Paragraph 1 of this Article; in case of refusal, the State Bank shall reply in writing and clearly explain the reasons thereof. The file, sequences, procedures of approving changes shall be implemented in accordance with provisions of the State Bank. 3. The change of charter capital level of the peoples credit fund shall be implemented in accordance 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 banks branch shall: a) Amend, supplement the Charter of the credit institution in correspondence with the approved 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 on communication 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 of obtaining the approval from the State Bank. Chapter III ORGANIZATION, ADMINISTRATION, MANAGEMENT OF A CREDIT INSTITUTION Section 1 GENERAL 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 the State 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 Governments management where its head office is located; b) Its branch, representative office and other forms of commercial presence in foreign countries. 2. The State Bank shall provide in details for the conditions, application file and procedures for the establishment, termination, dissolution of units as stipulated in Paragraph 1 of this Article for specific types of credit institution.

Article 31. Charter 1. Charter of a credit institution which is a joint stock company, limited liability company shall 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 Controllers Committee; g) Full name, address, nationality and other basic features of the owner, capital contributing member for a credit institution which is a limited liability company; founding shareholder for a credit institution which is a joint stock company; h) Rights and obligations of the owner, capital contributing member for a credit institution which is a limited liability company; rights and obligations of the shareholders for a credit institution 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 dispute settlement;

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, peoples credit fund shall be implemented in accordance with provisions in Article 77 of this Law. 3. Charter, contents of the amendment of, supplement to the Charter of the credit institution shall be registered with the State Bank within a period of 15 days since the date of the ratification. Article 32. Organization and management structure of a credit institution 1. The organization and management structure of a credit institution which is established in the 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 in the form of a limited liability company with one member, a limited liability company with two members and more shall include the Board of Members, Controllers Committee, General Director (Director). 3. The organization and management structure of a cooperative bank, peoples credit fund shall 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 in accordance 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 of Members, member of the Controllers Committee of an enterprise, Head and members of a cooperatives Board of Management at the time where the enterprise, cooperative is declared bankrupt, except otherwise for the case where the enterprise, the cooperative is declared bankrupt due to a reason of force majeures. d) The legal representative of the enterprise at the time where it is suspended from operation, is dissolved by enforcement due to a serious act of violation, except for the case where he is a representative upon a proposal by a competent state agency for the purpose of reorganizing, reinforcing that enterprise; dd) A person who has ever been suspended from the title of Chairperson of the Board of Directors, 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 the Controllers 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 commit violation 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 of Members, General Director (Director) shall not be permitted to undertake the position of a member 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, is observing 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 verdict has not been abolished yet; dd) Officer, civil servant, managerial office from division level and higher in enterprises where the State holds 50% of the charter capital and more, except for the person who is appointed to be the representative for the contributed capital amount of the State at the relevant credit institution; e) A military officer, non-commissioned officer, professional soldier, national defense worker in agencies, units of Vietnamese Peoples Army; military officer, professional noncommissioned officer in agencies, units of Vietnam Peoples Public Security, except for the person who is appointed to be the representative for the contributed capital of the State at the 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 of Directors, member of the Board of Members, General Director (Director) and their spouse shall not be authorized to undertake the position of the Chief Accountant or a person in charge 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 a credit institution shall not be authorized to be concurrently an executive officer of the very credit institution and of another credit institution, except for the case where the Chairperson of the Board of Directors of a peoples credit fund is concurrently a member of the Board of Management of a cooperative bank. A member of the Board of Directors, member of the

Board of Members of a credit institution shall not be authorized to be concurrently the managerial officer of another credit institution, except otherwise such institution is a subsidiary company of that credit institution or a member of the Controllers Committee of the 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 of the Controllers Committee shall not be authorized to concurrently undertake one of following positions: a) A member of the Board of Directors, member of the Board of Members, executive officer, staff of the same credit institution or its subsidiary company or an employee of an enterprise, of which the member of the Board of Director, executive officer or a major shareholder 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, executive officer of an enterprise, of which a member of the Controllers Committee is concurrently a member of the Board of Directors, member of the Board of Members, executive officer of the credit institution. 3. General Director (Director), Deputy General Director (Deputy Director) and equivalent titles 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 the Controllers 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 other enterprises. Article 35. Natural loss of capacity

1. A member of the Board of Directors, member of the Board of Members, member of the Controllers Committee, General Director (Director) shall naturally lose his capacity in following cases: a) Loss of civil act capacity, decease; b) Violating provisions in Article 33 of this Law on persons who are not authorized to undertake position; c) Being a representative for the contributed capital of an organization which is a shareholder or contributing member of the credit institution where that organizations legal status is terminated; d) Being no longer a representative for the contributed capital under the authorization of a shareholder 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, peoples credit fund. 2. The Board of Directors, Board of Members of the credit institution shall make a written report enclosing with documentations regarding the persons who naturally lose capacity as stipulated in Paragraph 1 of this Article and send to the State Bank in 05 working days since the date where the said persons are determined to naturally lose capacity and take responsibility 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 the Board of Members, member of the Controllers Committee, General Director (Director) of the 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 of Members; Chief, member of the Controllers Committee; General Director (Director) of a credit 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 of the 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 be responsible 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 of Directors, Board of Members of the credit institution shall send a report enclosing with related 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 institution

who violates provisions in Article 34 of this Law, other provisions of applicable laws in the performance 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 it may deem necessary. 2. The Special Controllers Committee shall be entitled to suspend, temporarily suspend the execution of rights, obligations by the Chairperson, member of the Board of Directors, Board of Members; Chief, member of the Controllers Committee; executive officer of the credit 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 for taking part in handling shortcomings and violations relating to the personal liability upon request by the State Bank, the Board of Directors, the Board of Members, Controllers Committee 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, the Charter of the credit institution, resolutions, decisions of the Shareholders General Assembly 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 the credit institution, its shareholders, capital contributing members and owner. 3. To be faithful to the credit institution; not to use information, know-how, business opportunity of the credit institution, abuse the position, title and asset of the credit institution for personal benefit or for the sake of another organization, individual which causes damage to the benefit of the credit institution, its shareholders, capital contributing members and owner.

4. To make sure that records of the credit institution are kept for the supply of data to serve the 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 other organizations, his transaction with other organizations, individuals which may cause conflict with the benefit of the credit institution and to be only authorized to participate in such 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 banking services of the credit institution with more preferential, favourable conditions than general regulations of the credit institution. 8. Not to be entitled to salary, remuneration increase or not to ask for bonus payment in the event 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 the Controllers Committee, General Director (Director), Deputy General Director (Deputy Director) and equivalent titles of a credit institution shall be required to unveil following information to the credit institution: a) Name, address of the head office, lines of business, number and date of issue of the Business Registration Certificate, place of business registration of the enterprise, economic organization where they and their related persons hold an equity proportion, share in their names or authorize, entrust other individual, organization to represent from 5% of the charter capital and more; b) Name, address of the head office, lines of business, number and date of issue of the Business Registration Certificate, place of business registration of the enterprise where they

and 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, General Director (Director). 2. The disclosure of information as stipulated in Paragraph 1 of this Article and change of related information shall be made in writing within a period of 07 working days since the arising or the change of information. 3. The credit institution shall be responsible for unveiling the information as stipulated in Paragraph 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 at the 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 banks branch, which are established in conformity with guidance of the State Bank and are implemented in order to prevent from, identify, timely deal with risk and obtain the proposed targets. 2. The credit institution, foreign banks branch shall be required to set up an internal control system in order to ensure following requirements: a) Efficiency and safety in activity; protecting, managing, utilizing, on a safe and efficient manner, 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 banks branch shall be subject to internal audit and periodical assessment by an independent audit organization.

Article 41. Internal audit 1. A credit institution shall be required to establish a responsible internal audit unit under the management of the Controllers Committee, which performs the internal audit for the credit institution. 2. An internal audit shall carry out the checking, independent and objective assessment to the internal control system; make independent assessment to the conformity and compliance with internal provisions, policies, procedures, processes which have been established within the credit institution; provide opinion for the purpose of improving the efficiency of the systems, processes, provisions, making contribution to ensuring the credit institutions 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 of Members, Controllers Committee and sent to the General Director (Director) of the credit institution. Article 42. Independent audit 1. Before the fiscal year ends, the credit institution, foreign banks branch shall select a qualified independent audit organization in accordance with provisions of the State Bank to audit 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 banks branch shall notify the State Bank of the selected independent audit organization. 3. The credit institution shall be required to perform independent audit again in case where there is an exclusive opinion given by the independent audit organization in the audit report. 4. Activity of independent audit for a credit institution which is a cooperative shall be implemented in accordance with provisions in Paragraph 3 Article 75 of this Law. Section 2

GENERAL 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 full powers, in the name of the credit institution, to decide, perform rights, obligations of the credit 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 to that of the Board of Directors, Board of Members. A member of the Board of Directors, a member of the Board of Members may be re-elected or re-appointed with unlimited number 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 of Members of the tenure that has just ended shall continue their operation until the Board of Directors, 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 the Board of Members is not sufficiently two third of the total number of members of the current tenure or does not qualify 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 institution shall fully supplement with members of the Board of Directors, members of the Board of Members. 4. The Board of Directors, Board of Members shall use the seal of the credit institution to perform their responsibility and authority. 5. The Board of Directors, Board of Members shall have a Secretary who will assist the Board of Directors, Board of Members. Functions, duties of the Secretary shall be provided for by the Board of Directors, Board of Members.

6. The Board of Directors, Board of Members shall establish Committees to assist them in performing their responsibility and authority, which shall include risk management Committee and personnel Committee. The Board of Directors, Board of Members shall provide for the responsibilities, authorities of these two Committees in line with the guidance 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 the compliance with provisions of laws, internal regulations, Charter and resolutions, stipulations of the Shareholders General Assembly, Owner, Board of Directors, Board of Members. 2. The Controllers Committee of a credit institution shall comprise at least 03 members, the specific number shall be provided for in the Charter of the credit institution, in which, at least 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 other enterprises. 3. A Controllers Committee shall have an assistance division, internal audit division, be entitled to use resources of the credit institution, entitled to hire external experts and organizations to perform its responsibilities. 4. Tenure of the Controllers Committee shall not exceed 05 years. Tenure of a member of the 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 of tenures. Tenure of a member who is supplemented or replaced shall be the remaining period of the tenure. The Controllers Committee of the tenure that has just ended shall continue their operation until the Controllers Committee of the new tenure takes over their affairs. 5. In the event where the number of members of the Controllers Committee is not sufficiently two third of the total number of members of the current tenure or does not qualify 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 institution shall 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 credit institution in the administration, management of the credit institution; to take responsibility to the Shareholders General Assembly, the Owner, capital contributing members for the performance of the assigned duties, authorities. 2. To issue internal regulations of the Controllers Committee; on an annual basis, to review internal regulations of the Controllers Committee, important policies on accounting and reporting. 3. To perform the function of internal audit; to be entitled to employ independent advisor and 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 of performing the assigned duties, authorities. 4. To appraise financial statements of the first 06 months and every year of the credit institution; to report the Shareholders General Assembly, the owner, capital contributing members on the appraisement result of the financial statements, to make assessment about the reasonability, legality, honesty and cautiousness in the accounting, statistics and preparation of financial statements. The Controllers Committee may consult with the Board of Directors, Board of Members before submitting reports and proposal to the Shareholders General Assembly or the owner or capital contributing members. 5. To check accounting books, other documents and the administration, management activity of the credit institution as they may deem necessary or upon resolution, decision by the Shareholders General Assembly or upon request by major shareholders or a group of major shareholders or by the owner or capital contributing members or the Board of Members in conformity with the provisions of applicable laws. The Controllers Committee shall 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 be

required to make report and explanation for the requested issues to the requesting organizations, individuals. 6. To timely notify the Board of Directors, Board of Members upon finding out any managerial officer of the credit institution committing an act of violation; to ask the violator to immediately stop his act of violation and give out a solution for overcoming the consequence, if any. 7. To draw up a list of founding shareholders, major shareholders, capital contributing members and related persons of the members of the Board of Directors, members of the Board of Members, members of the Controllers Committee, General Director (Director) of the 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 of Directors has a decision which seriously violates provisions of this Law or exceeds their assigned authority and other cases in accordance with the provisions of the credit institutions Charter. 10. Other duties, authorities in accordance with provisions in the Charter of the credit institution. Article 46. Rights, obligations of the Chief of the Controllers Committee 1. To organize the performance of the duties, authorities of the Controllers Committee as stipulated in Article 45 of this Law. 2. To prepare agenda for the Controllers Committee based on proposals by members of the Controllers Committee regarding the duties, authorities of the Controllers Committee; to convene and preside over the meeting of the Controllers Committee.

3. To sign, on behalf of the Controllers Committee, documents within the competence of the Controllers Committee. 4. To convene, on behalf of the Controllers Committee, an irregular Shareholders General Assembly 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 express opinions, but not to vote. 6. To ask his opinion to be recorded in the minutes of the meeting of the Board of Directors, Board of Members if his opinion is different from the resolution, decision of the Board of Directors, Board of Members and make report to the Shareholders General Assembly or to the owner, capital contributing members. 7. To prepare a working plan and to assign duties to members of the Controllers Committee. 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 be considered by the Controllers Committee. 9. To supervise, direct the performance of the assigned duties and rights, obligations by the members of the Controllers Committee. 10. To authorize another member of the Controllers Committee to perform his duty during his absence. 11. Other rights, obligations in accordance with provisions in the Charter of the credit institution. 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 internal regulations of the Controllers Committee on an honest, cautious manner for the benefit of the 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 the Controllers Committee. 4. To control the business activity, control the accounting books, assets, financial statements and propose measures of surmounting. 5. To be entitled to ask officers, staff of the credit institution to supply with data and explanation for the business activities for performing the assigned duties. 6. To report the Chief of the Controllers Committee on any extraordinary financial activity and take responsibility for his assessment and conclusion. 7. To attend any meeting of the Controllers Committee, to discuss and vote for any issue within the duty, authority of the Controllers Committee, except for issues which cause interest conflict against that member. 8. Other rights, obligations in accordance with provisions in the Charter of the credit institution. Article 48. General Director (Director) 1. The Board of Directors, Board of Members shall appoint one of its members to be the General 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 credit institution, who is responsible to the Board of Directors, Board of Members for the performance 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 General Assembly, Board of Directors, Board of Members. 2. To decide on the issues within the competence relating to the daily business activity of the 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 Members for approval or for reporting to competent level for approval. To take responsibility for the accuracy, truthfulness of the financial statements, statistic reports, settlement data and other financial information. 5. To issue, within the competence, internal regulations, stipulations; operational processes, procedures for operating the business management system, information and reporting system. 6. To report the Board of Directors, Board of Members, Controllers Committee, Shareholders General Assembly and competent state agencies on business activity and result of the credit institution. 7. To decide the application of the measures beyond his competence in case of natural disaster, enemy inflicted devastation, fire, breakdown and take responsibility for that decision and timely report the Board of Directors, Board of Members. 8. To propose, recommend about the organizational and operation structure of the credit institution and submit the Board of Directors, Board of Members or Shareholders General Assembly for deciding within the scope of competence. 9. To propose the Board of Directors, Board of Members to convene an irregular meeting in accordance with provisions of this Law. 10. To appoint, remove, dismiss managerial, executive titles of the credit institution, except for titles which are subject to the competence of the Shareholders General Assembly, the owner, capital contributing members, Board of Directors, Board of Members;

11. To enter into contracts in the name of the credit institution in accordance with provisions of the Charter and internal regulations of the credit institution. 12. To recommend a plan on the use of profit, handling of loss in business of the credit institution. 13. To recruit employees; to decide on the salary, bonus of the employees within the scope of competence. 14. Other rights, obligations in accordance with provisions in the Charter of the credit institution. Article 50. Standards, conditions applicable to the managerial officer, executive officer and some other titles of a credit institution 1. A member of the Board of Directors, member of the Board of Members shall be required to fully satisfy following standards, conditions: a) Not to be a subject as provided for in Paragraph 1 Article 33 of this Law; b) To have professional ethics; c) To hold or to be authorized to hold at least 5% of the charter capital of the credit institution, except for the case of a member of the Board of Members, independent member of the Board of Directors or to have university qualification or higher in one of economics, business administration, law fields or to have at least 03 years of working as a managerial officer of a credit institution or an enterprise operating in insurance, securities, accounting, audit area or to have at least 05 years of working directly at operational divisions in banking, finance, audit or accounting fields. 2. An independent member of the Board of Directors shall be required to fully satisfy standards, conditions stipulated in Paragraph 1 of this Article as well as following standards, conditions:

a) Not to be a person who is currently working for the very credit institution or its subsidiary company or who has ever worked for the very credit institution or its subsidiary company in the 03 previous consecutive years; b) Not to be a person who enjoys permanent salary, remuneration of the credit institution other than allowances that a member of the Board of Directors is entitled to in line with applicable provisions; c) Not to be a person who has the spouse, father, mother, children, brother, sister and spouse of these persons is a major shareholder of the credit institution, a managerial officer or a member of the Controllers Committee of the credit institution or its subsidiary company. d) Not to hold, either directly or indirectly, or hold as a representative from 1% and more of the charter capital or voting equity of the credit institution; not to hold together with a related person from 5% and more of the charter capital or voting equity of the credit institution; dd) Not to be a managerial officer, a member of the Controllers Committee of the credit institution at any time in 05 previous consecutive years. 3. A member of the Controllers Committee shall be required to fully satisfy following standards, conditions: a) Not to be a subject as provided for in Paragraph 1 Article 33 of this Law; b) To have professional ethics; c) To have university qualification or higher in one of economics, business administration, law, accounting, audit fields; to have at least 03 years of working directly in banking, finance, accounting or audit fields; d) Not to be a related person of a managerial officer of the credit institution;

dd) The specialized and responsible member of the Controllers Committee must reside in Vietnam during the term of office. 4. The General Director (Director) shall be required to fully satisfy following standards, conditions: a) Not to be a subject as provided for in Paragraph 1 Article 33 of this Law; b) To have professional ethics; c) To have university qualification and higher in one of economics, business administration, law sector; d) To have at least 05 years of working as an executive officer of the credit institution or at least 05 years of working as a General Director (Director), Deputy General Director (Deputy Director) of an enterprise whose owners capital is equal to the legal capital at the minimum for each type of credit institution in accordance with provisions of applicable laws or to have at least 10 years of directly working in finance, banking, accounting or audit fields; dd) To reside in Vietnam during the term of office. 5. The Deputy General Director (Deputy Director), Chief Accountant, branch manager, Director of a subsidiary company and equivalent titles shall be required to fully satisfy following standards, conditions: a) Not to be a subject as provided for in Paragraph 2 Article 33 of this Law; not to be a subject as provided for in Paragraph 1 Article 33 of this Law for the Deputy General Director (Deputy Director); b) To have university qualifications or higher in one of economics, business administration, law fields or the professional area that he shall assume; or to have university qualification and higher in the area other than the industries, fields mentioned above and to have at least 03 years of directly working in banking, finance fields or the professional area that he shall assume;

c) To reside in Vietnam during the term of office. 6. The State Bank shall provide in details for the standards, conditions applicable to the managerial officers, executive officers, members of the Controllers Committee of a micro financial institution. Article 51. Approving the expected list of persons who are elected, appointed as members of the Board of Directors, members of the Board of Members, members of the Controllers Committee, General Director (Director) of a credit institution 1. The expected list of persons who are elected, appointed as members of the Board of Directors, members of the Board of Members, members of the Controllers Committee, General Director (Director) of a credit institution must be approved in writing by the State Bank prior to election, appointment of such titles. Persons who are elected, appointed as members of the Board of Directors, members of the Board of Members, members of the Controllers Committee, General Director (Director) of the credit institution must be subject to the list that has been approved by the State Bank. 2. The State Bank shall provide in details for the procedures, files for approving the expected list regarding the election, appointment of such titles as stated in Paragraph 1 of this Article. 3. The credit institution shall notify the State Bank of the list of persons who are elected, appointed to the titles provided for in Paragraph 1 of this Article within a period of 10 working days since the election, appointment. Section 3 CREDIT INSTITUTION THAT IS A JOINT STOCK COMPANY Article 52. Types of share, shareholders 1. A joint stock credit institution shall be required to have common shares. Holder of a common share shall be called a common shareholder.

2. A credit institution may have its preferred shares. Preferred shares shall include following types: a) Dividend preferred shares; b) Voting preferred shares. 3. A dividend preferred share is a share that has dividend paid at a higher rate than the dividend level of a common share or the annual fixed level. Annually distributed dividend shall include fixed dividend and bonus dividend. The fixed dividend shall not depend on the business result of the credit institution and be only paid when the credit institutions business is profitable. In the event where the credit institutions business faces losses or gains profit but not enough to distribute fixed dividend, the fixed dividend payable to the dividend preferred share shall be accrued to the following years. The specific fixed dividend level and method for determining bonus dividend shall be decided upon by the Shareholders General Assembly and stated on the stock of the dividend preferred share. The total face value of a dividend preferred share shall be equal to 20% of the charter capital of the credit institution at the maximum. Any member of the Board of Directors, member of the Controllers Committee, General Director (Director) and other managerial officer, executive officer of a credit institution shall not be authorized to buy dividend preferred share issued by the very credit institution. The person who is authorized to buy dividend preferred share shall be provided for in the Charter of the credit institution or decided upon by the Shareholders General Assembly. The shareholder of a dividend preferred share shall have the same rights as common shareholder's, except for the voting right, right of attending a meeting of the Shareholders General Assembly, right of appointing a person to the Board of Directors and Controllers Committee. 4. Only an organization that is authorized by the Government and founding shareholders shall be entitled to hold voting preferred share. The voting preferred right of the founding shareholder shall only be valid in 03 years since the date where the credit institution is granted with the Business Registration Certificate. After such period, the voting preferred

share of the founding shareholder shall be converted to a common share. The shareholder of a voting preferred share shall have the same rights as a common shareholder's, except for the right of transferring that share to another person. 5. A common share can not be converted into a preferred share. A preferred share can be converted into a common share upon a resolution of the Shareholders General Assembly. 6. A joint stock credit institution shall be required to have at least 100 shareholders and there is no limit for its maximum number. Article 53. Rights of a common shareholder 1. To attend and express opinion in meetings of Shareholders General Assembly and execute his voting right in personal manner or through an authorized representative; each common share shall have a voting ballot. 2. To receive dividend upon a resolution of the Shareholders General Assembly. 3. To be entitled to priority in buying newly offered share in proportion with the common share of each shareholder in the credit institution. 4. To be entitled to transfer his share to another shareholder of the credit institution or other organization, individual in accordance with provisions of this Law and Charter of the credit institution. 5. To review, look up and extract information in the list of shareholders with voting right and to ask for the correction of inaccurate information. 6. To review, look up, extract or duplicate the Charter of the credit institution, book of meeting minutes of Shareholders General Assembly and resolutions of the Shareholders General Assembly. 7. To be entitled to a part of the remaining asset in proportion with the shareholding at the credit institution when the credit institution goes dissolved or bankrupt.

8. To be entitled to authorize, in writing, another person to perform his rights, obligations; the authorized person herein shall not be permitted to stand for election in the capacity of himself. 9. To be authorized to stand for election, be nominated to the Board of Directors, Controllers Committee in accordance with provisions of the Charter of the credit institution or in line with provisions of applicable laws if it is not provided for in the Charter of the credit institution. The list of candidates shall be sent to the Board of Directors within the period stipulated by the Board of Directors. Article 54. Obligations of a common shareholder 1. A shareholder of the credit institution shall be required to perform following obligations: a) To make full payment for the shares that he has already committed to buy within the period which is stipulated by the credit institution; to take responsibility for the liabilities and other asset obligations of the credit institution within the scope of the share capital contributed to the credit institution; b) Not to withdraw the equity already contributed from the credit institution in any form that results in the reduction of the credit institutions charter capital; c) To take responsibility to the law for the legality of the source of the capital contribution, share purchase at the credit institution; d) To comply with the Charter and internal management regulations of the credit institution; dd) To implement the resolutions, decisions of the Shareholders General Assembly, Board of Directors; e) To take personal responsibility when he, in the name of the credit institution in any form, performs an illegal act, carrying out business and other transactions for personal benefit or for the benefit of another organization, individual.

2. Any shareholder who receives investment entrust for another organization, individual shall be required to provide the credit institution with information about the actual owner of the shares that he receives as investment entrust in the credit institution. The credit institution shall be entitled to suspend the shareholder right of that shareholder in case it is found out that he fails to provide authentic information about the actual owner of the shares. Article 55. Shareholding proportion 1. An individual shareholder shall not be authorized to hold more than 5% of the charter capital of a credit institution. 2. A corporate shareholder shall not be authorized to hold more than 15% of the charter capital of a credit institution, except for following cases: a) Holding share in line with provisions in Paragraph 3 Article 149 of this Law for dealing with difficulties that credit institution encounters, ensuring the system security for the credit institution; b) Holding share of the State at a privatized credit institution; c) Holding share of a foreign investor as stipulated in Paragraph 2 Article 16 of this Law. 3. A shareholder and his related person shall not be authorized to hold more than 20% of the charter capital of a credit institution. 4. The shareholding proportion as stated in Paragraphs 1, 2 and 3 of this Article shall include the capital amount entrusted to other organization, individual for share purchase. 5. Within a period of 05 years since the date of the License, the founding shareholders shall hold at least 50% of the charter capital of the credit institution; founding shareholders who are legal entities shall hold at least 50% of the total shares held by founding shareholders. Article 56. Offer and transfer of share

1. Individual shareholders, corporate shareholders whose representative is a member of the Board of Directors, a member of the Controllers Committee, General Director (Director) of the credit institution shall not be authorized to transfer their shares during the term of office. 2. During the time of handling the consequence upon the resolution of the Shareholders General Assembly or according to the decision of the State Bank due to a personal liability, any member of the Board of Directors, member of the Controllers Committee, General Director (Director) shall not be authorized to transfer their share, except for one of following cases: a) The member of the Board of Directors, member of the Controllers Committee, General Director (Director) is an authorized representative of an organization shareholder which is merged, integrated, divided, splitted, dissolved, bankrupt in accordance with provisions of applicable laws; b) The member of the Board of Directors, member of the Controllers Committee, General Director (Director) is forced to transfer his share under a judgment of the Court; c) The member of the Board of Directors, member of the Controllers Committee, General Director (Director) transfers his share to other investors for the purpose of the forced merger, integration as provided for in Paragraph 2 Article 149 of this Law. 3. Any transfer of listed shares of the credit institution shall be performed in accordance with provisions of laws on securities. 4. Within a period of 05 years since the date of the License, the founding shareholders shall only be authorized to transfer their shares to other founding shareholders, providing that shareholding rates are ensured in accordance with provisions in Article 55 of this Law. Article 57. Repurchase of share of shareholders A credit institution shall only be authorized to repurchase shares from shareholders if after having made full payment for the repurchased shares, all prudential ratios in banking activities are still ensured, the fair value of charter capital is not reduced to a lower level

than the legal capital amount; any case of share repurchase that results in the reduction of charter capital of the credit institution shall be subject to a prior approval in writing of the State Bank. Article 58. Stock In case where the stock is issued in the form of a certificate, the credit institution shall issue stocks to shareholders within a period of 30 days since the opening of operation for a newly established credit institution, or within a period of 30 days since the full payment by the shareholders for the shares they commit to buy for a credit institution which increases its charter capital. Article 59. Shareholders General Assembly 1. The Shareholders General Assembly shall convene its annual meeting in 04 months since the fiscal year ends. The Shareholders General Assembly shall convene an irregular meeting upon the decision of meeting convention by the Board of Directors in following cases: a) It is deemed as necessary by the Board of Directors for the benefit of the credit institution; b) Number of the remaining members of the Board of Directors is less than the quorum as provided for in the Paragraph 1 Article 62 of this Law; c) Upon request by the shareholders or a group of shareholders holding more than 10% of the total common shares within at least 06 consecutive months; d) Upon request by the Controllers Committee; dd) Other cases in accordance with provisions of the Charter of the credit institution. 2. The Shareholders General Assembly shall consist of all shareholders with voting right, which is the highest decision-making body of a credit institution. Shareholders General Assembly shall have following responsibilities and authorities:

a) To approve the development orientation of the credit institution; b) To amend, supplement the Charter of the credit institution; c) To approve regulations on the organization and operation of the Board of Directors, Controllers Committee; d) To decide the number of members of the Board of Directors, Controllers Committee for each term of office; to elect, remove, dismiss, elect as an addition, replace any member of the Board of Directors, member of the Controllers Committee in conformity with standards, conditions stipulated in this Law and Charter of the credit institution; dd) To decide the remuneration, bonus and other benefits to the members of the Board of Directors, members of the Controllers Committee and operation budget of the Board of Directors, Controllers Committee; e) To review and handle within the scope of competence the violation by the Board of Directors, Controllers Committee which causes damage to the credit institution and its shareholders; g) To decide the organizational structure, the management and administration mechanism of the credit institution; h) To ratify plans of changing the level of charter capital; to approve the plan on share offer, including the type of shares and volume of new shares to be offered; i) To ratify the repurchase of the shares already sold; k) To ratify the plan on the issuance of convertible bonds; l) To approve the annual financial statements; plan on the distribution of profit after having fulfilled tax obligations and other financial obligations of the credit institution; m) To approve reports of the Board of Directors, Controllers Committee on the performance of assigned duties and powers;

n) To make decision on the establishment of a subsidiary company; o) To approve the plan on capital contribution, share purchase of other enterprises, credit institutions with the value to be equal to 20% and higher over the charter capital of the credit institution which is stated in the latest audited financial statements; p) To decide on the investment, purchase, sale of assets of the credit institution whose value is equal to 20% or higher over the charter capital of the credit institution, which is stated in the latest audited financial statements or otherwise a lower rate in line with provisions of the Charter of the credit institution; q) To approve contracts, whose value is equal to 20% of the charter capital of the credit institution, which is stated in the latest audited financial statements or otherwise a lower rate in line with provisions of the Charter of the credit institution, between the credit institution and a member of the Board of Directors, a member of the Controllers Committee, General Director (Director), major shareholder, related persons of the managerial officer, member of the Controllers Committee, major shareholder of the credit institution; a subsidiary company, an associated company of the credit institution; r) To decide on the division, split, integration, merger, transformation of the legal form, dissolution or requesting the Court to open bankruptcy procedures for the credit institution; s) To decide the corrective solutions for significant financial changes of the credit institution. 3. A decision of the Shareholders General Assembly shall be ratified in accordance with following provisions: a) The Shareholders General Assembly shall approve decisions within their competence in the form of voting at its meeting or collecting opinion in writing; b) Except for the case as provided for in point c of this Paragraph, a decision of the Shareholders General Assembly shall be approved at the meeting where it is approved by the shareholders who hold more than 51% of the total voting ballots of all attending

shareholders or otherwise a higher rate that is stipulated in the Charter of the credit institution; c) For the decision on issues as stated in points b, h, p and r in Paragraph 2 of this Article, it should be approved by the shareholders who represent more than 65% of the total voting ballots of all attending shareholders or otherwise a higher rate as stipulated in the Charter of the credit institution; d) The election of any member of the Board of Directors and Controllers Committee shall be performed in the form of accumulating ballots. 4. The decision on the issues as stipulated in points a, d, e and r in Paragraph 2 of this Article shall be approved in the form of voting at the meeting of the Shareholders General Assembly. Article 60. Convention of Shareholders General Assembly upon request by the State Bank In the event where there happens an event that causes adverse impact on the operation security of the joint stock credit institution, the State Bank shall be entitled to ask the Board of Directors of that joint stock credit institution to convene an irregular meeting of the Shareholders General Assembly to decide on the contents requested by the State Bank. Article 61. Reporting the meeting results of the Shareholders General Assembly Within a period of 15 days since the closing of the meeting or since the ending of the vote scrutiny for the case of collecting opinion in writing, all resolutions, decisions which are approved by the Shareholders General Assembly shall be sent to the State Bank. Article 62. The Board of Directors of a credit institution which is a joint stock company 1. The Board of Directors of a credit institution which is a joint stock company shall have no less than 05 members and no more than 11 members, including at least 01 independent

member. At least a half of the members of the Board of Directors shall be independent members and non-executive officers of the credit institution. 2. Any person and his related people or representatives for the contributed capital of a corporate shareholder and their related people shall be entitled to participate in the Board of Directors, providing that it shall not exceed one third of the total number of members of the Board of Directors of a credit institution that is a joint stock company, except for the case of the representative for the contributed capital of the state. Article 63. Responsibilities, authorities of the Board of Directors 1. To take responsibility for carrying out the establishment, opening of operation of the credit institution after the first meeting of Shareholders General Assembly. 2. To take responsibility to the Shareholders General Assembly for the performance of the assigned duties, authorities. 3. To submit the Shareholders General Assembly for decision, approval to issues within the scope of competence of the Shareholders General Assembly as stated in Paragraph 2 Article 59 of this Law. 4. To decide on the establishment of a branch, representative office, non-productivity unit. 5. To appoint, remove, dismiss, discipline, suspend and decide the salary level, other benefits of such titles as General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Secretary of the Board of Directors, titles in the internal audit division and other managerial, executive officers in line with internal regulations of the Board of Directors. 6. To approve the plan on the capital contribution, share purchase of other enterprise, credit institution whose value is of less than 20% of the charter capital of the credit institution, which is stated in the latest audited financial statements. 7. To appoint a representative for the contributed capital of the credit institution at other enterprise, credit institution.

8. To decide the investment, the sale and purchase of assets of the credit institution which is equal to 10% and higher of the charter capital of the credit institution and is stated in the latest audited financial statements, except for investments, sale and purchase of assets of the credit institution as provided for in point p Paragraph 2 Article 59 of this Law. 9. To decide credit extensions in line with provisions in Paragraph 7 Article 128 of this law, except for transactions which are subject to the judgment of the Shareholders General Assembly as stipulated in point q Paragraph 2 Article 59 of this Law. 10. To approve contracts between the credit institution and its subsidiary companies, associated companies; contracts between the credit institution and members of the Board of Directors, members of the Controllers Committee, General Director (Director), major shareholders, their related people, of which value is equal to or lower than 20% of the charter capital of the credit institution that is stated in the latest audited financial statements, or otherwise a lower rate as provided for by the Charter of the credit institution. In this case, related members shall not have the voting right. 11. To examine, supervise, direct the General Director (Director) to perform the assigned duties; to make annual assessment about the performance of the General Director (Director). 12. To issue internal regulations relating to the organization, administration and operation of the credit institution in conformity with provisions of this Law and applicable laws, except for the issues which are subject to the competence of the Controllers Committee or of the Shareholders General Assembly. 13. To decide the risk management policy and supervise the implementation of risk preventive measures of the credit institution. 14. To review, approve the annual reports. 15. To select the professional evaluation organization to evaluate the contributed asset other than Vietnamese currency, freely convertible foreign currency, gold in accordance with provisions of applicable laws.

16. To ask the Governor of the State Bank for approval to issues in line with provisions of applicable laws. 17. To decide the offer of new shares within the scope of the shares which are authorized to offer. 18. To decide the offer price of the shares and convertible bonds of the credit institution. 19. To decide the repurchase of the shares of the credit institution. 20. To recommend the plan on the distribution of profit, the payable dividend level; to decide the period and procedures for dividend payment or dealing with losses arising in the business process. 21. To prepare related contents, documents for submission to the Shareholders General Assembly for decision as to issues which are subject to the competence of the Shareholders General Assembly, except for contents within the duties, authorities of the Controllers Committee. 22. To approve the action program, plan prepared by the Board of Directors; agenda, contents, documents for the meetings of the Shareholders General Assembly; to convene the meeting of the Shareholders General Assembly or to collect opinion in writing from shareholders to ratify resolutions, decisions of the Shareholders General Assembly. 23. To organize the deployment, examination, supervision over the implementation of the resolutions, decisions of the Shareholders General Assembly and the Board of Directors. 24. To give timely notice to the State Bank about the information that has adverse impact on the capacity of the member of the Board of Directors, Controllers Committee, General Director (Director). 25. Other responsibilities, authorities in accordance with provisions in the Charter of the credit institution. Article 64. Rights, obligations of the Chairman of the Board of Directors

1. To prepare the operation program, plan of the Board of Directors. 2. To prepare the agenda, contents, documents for the meeting; to convene and chair the meetings of the Board of Directors. 3. To organize the ratification for the decision of the Board of Directors. 4. To supervise the implementation of decisions of the Board of Directors. 5. To chair the meetings of the Shareholders General Assembly. 6. To make sure that all members of the Board of Directors receive information, on a sufficient, objective and accurate manner, and have sufficient time for discussing the issues to be considered by the Board of Directors. 7. To assign duties to members of the Board of Directors. 8. To oversee members of the Board of Directors in the performance of their assigned duties and general rights, obligations. 9. On an annual basis at the minimum, to assess the working efficiency of each member, Committees of the Board of Directors and make report to the Shareholders General Assembly on such assessment result. 10. Other rights, obligations in accordance with provisions in the Charter of the credit institution. Article 65. Rights, obligations of a member of the Board of Directors 1. To perform the rights, obligations of a member of the Board of Directors in compliance with internal regulation of the Board of Directors and the assignment of the Chairman of the Board of Directors on an honest manner for the benefit of the credit institution and its shareholders.

2. To review the financial statements prepared by the independent auditor, to provide opinion or ask the executive officer of the credit institution, independent auditor and internal auditor to explain the matters relating to the statements. 3. To suggest the Chairman of the Board of Directors to convene an irregular meeting of the Board of Directors. 4. To attend meetings of the Board of Directors, discuss and vote as to issues within the responsibilities, authorities of the Board of Directors in accordance with provisions of this Law, except for the case where the voting is prohibited due to interest conflict against that member. To take responsibility to the Shareholders General Assembly and the Board of Directors for his decision. 5. To deploy the implementation of the resolutions, decisions of the Shareholders General Assembly and the Board of Directors. 6. To be responsible for providing explanation to the Shareholders General Assembly, the Board of Directors about the performance of the assigned duties upon request. 7. Other rights, obligations in accordance with provisions in the Charter of the credit institution. Section 4 CREDIT INSTITUTION WHICH IS A LIMITED LIABILITY COMPANY WITH ONE MEMBER Article 66. Responsibilities, authorities of the owner 1. The owner of a credit institution which is a limited liability company with one member shall have following authorities: a) To decide the number of members of the Board of Members for specific term of office, but not less than 05 members and not in excess of 11 members;

b) To appoint an authorized representative with the maximum term of 05 years to perform responsibilities, authorities of the owner in accordance with provisions of this Law. The authorized representative shall be required to fully satisfy standards, conditions as provided for in Paragraph 1 Article 50 of this Law; c) To appoint, remove, dismiss, supplement any member of the Board of Members, Chairman of the Board of Members, member of the Controllers Committee, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant; d) To decide on the change of charter capital of the credit institution; to transfer a part or the whole of charter capital of the credit institution and change the legal form of the credit institution; dd) To decide on the establishment of a subsidiary company, associated company; e) To approve the annual financial statements; to decide on the use of profits after the fulfillment of tax obligations and other financial obligations of the credit institution; g) To decide on the reorganization, dissolution, request the Court to open bankruptcy procedures of the credit institution; h) To decide the remuneration, salary, other benefits of the members of the Board of Members, members of the Controllers Committee, General Director (Director). 2. The owner of the credit institution which is a limited liability company with one member shall have following responsibilities: a) To fully and timely contribute capital as commitment; b) To comply with the Charter of the credit institution; c) To determine and clearly separate the owners assets from assets of the credit institution; d) To comply with provisions of applicable laws on the purchase, sale, borrowing, lending, hire, leasing and other transactions between the credit institution and the owner;

dd) Other responsibilities in accordance with provisions of this Law and Charter of the credit institution. Article 67. Responsibilities, authorities of the Board of Members 1. The Board of Members of the credit institution which is a limited liability company with one member shall include all the authorized representatives of the owner who, in the name of the owner, organize the performance of rights, obligations of the owner in accordance with applicable provisions; in the name of the credit institution, perform the rights, obligations of the credit institution; take responsibility to the owner for the performance of its responsibilities, authorities in line with provisions of this Law and the Charter of the credit institution. 2. The Board of Members of the credit institution, which is a limited liability company with one member, shall have following responsibilities, authorities: a) To decide the contents of the Charter; amend, supplement the Charter of the credit institution; b) To decide the annual development strategy and business plan of the credit institution; c) To submit the owner of the credit institution for decision as to issues within the scope of competence of the owner as stipulated in points c, d, dd, e and g Paragraph 1 Article 66 of this Law; d) To review, approve the annual report; dd) To decide the selection of independent audit organization; e) To examine, supervise and direct the General Director (Director) in the performance of his assigned duties; to make annual assessment on the working efficiency of the General Director; g) To decide the settlement of losses arising in the business process;

h) To decide the credit extensions in accordance with provisions in Paragraph 7 Article 128 of this Law; i) To decide the plan on the capital contribution, share purchase at other enterprises, credit institutions whose value is equal to 20% and higher over the charter capital, which is stated in the latest audited financial statements of the credit institution or otherwise a lower rate as stipulated in the Charter of the credit institution; k) To approve the decision on the investment, purchase, sale of assets of the credit institution whose value is equal to 20% and higher over the charter capital, which is stated in the latest audited financial statements of the credit institution or otherwise a lower rate as stipulated in the Charter of the credit institution; l) To decide the conclusion of contracts between the credit institution and its subsidiary companies, associated companies; contracts between the credit institution and members of the Board of Members, members of the Controllers Committee, the General Director (Director), their related people. In this case, the related member shall not have voting right; m) To decide the solution for market development, marketing and technological transfer; n) To issue internal regulations relating to the organization, administration and operation of the credit institution in line with provisions of applicable laws; o) To ask the Governor of the State Bank for approval to the issues in accordance with provisions of applicable laws; p) To organize the supervision and assessment to the business activity of the credit institution; q) Other responsibilities, authorities as provided in the Charter of the credit institution. Article 68. Rights, obligations of the Chairman of the Board of Members 1. To prepare the operation program, plan of the Board of Members.

2. To prepare the agenda, contents, documents for the meeting of the Board of Members or for collecting opinion of the members. 3. To convene and chair the meetings of the Board of Members or organize the collection of opinion of the members. 4. To supervise or organize the supervision over the implementation of decisions of the Board of Members. 5. On behalf of the Board of Members, to put signature on the decisions of the Board of Members. 6. To make sure that all members of the Board of Members receive information, on a sufficient, objective and accurate manner, and have sufficient time for discussing the issues to be considered by the Board of Members. 7. To assign duties to members of the Board of Members. 8. To oversee members of the Board of Directors in the performance of their assigned duties and joint rights, obligations. 9. On an annual basis at the minimum, to assess the working efficiency of each member, the Board of Members and make report to the owner on such assessment result. 10. Other rights, obligations in accordance with provisions of the Charter of the credit institution. Article 69. Rights, obligations of a member of the Board of Members 1. To perform the rights, obligations of a member of the Board of Members in compliance with internal regulation of the Board of Members and the assignment of the Chairman of the Board of Members on an honest manner for the benefit of the credit institution and its owner.

2. To provide opinion or ask the executive officer of the credit institution, independent auditor and internal auditor to explain the matters relating to the financial statements prepared by the independent auditor. 3. To suggest the Chairman of the Board of Members to convene an irregular meeting 4. To attend meetings of the Board of Members, discuss and vote as to all the issues within the responsibilities, authorities of the Board of Members, except for the case where the voting is prohibited due to interest conflict against that member. To take responsibility to the owner and to the Board of Members for his decision. 5. To deploy the implementation of the resolutions, decisions of the owner and the Board of Members 6. To be responsible for providing explanations to the owner, the Board of Members about the performance of the assigned duties upon request. 7. Other rights, obligations in accordance with provisions of the Charter of the credit institution. Section 5 CREDIT INSTITUTION WHICH IS A LIMITED LIABILITY WITH TWO MEMBERS AND MORE Article 70. Capital contributing member, responsibilities, authorities of a capital contributing member 1. The capital contributing member of a credit institution which is a limited liability company with two members and more shall be a legal entity, except for the case as stipulated in Article 88 of this Law. The total number of members shall not exceed 05 members. The maximum holding rate of a member and his related people shall not exceed 50% of the charter capital of the credit institution. 2. A capital contributing member shall have following authorities:

a) To appoint, remove, dismiss a representative to be a member of the Board of Members, Controllers Committee on the basis of his contributed capital amount in the credit institution or upon an agreement among the capital contributing members; b) To be provided with information, reports on the operation of the Board of Members, Controllers Committee, accounting books, annual financial statements and other documents of the credit institution; c) To be entitled to the distribution of profit in proportion with the contributed capital where the credit institution has made full tax payment and fulfilled other financial obligations; d) To be entitled to the distribution of residual assets of the credit institution in proportion with the contributed capital where the credit institution goes dissolved or bankrupt; dd) To claim, proceed against any member of the Board of Members, member of the Controllers Committee, General Director (Director) who fails to perform duly his rights, obligations, causing damage to the legal rights, interests of the credit institution or of the capital contributing member. 3. A capital contributing member shall have following responsibilities: a) Not to withdraw the contributed capital in any form, except for the transfer of the contributed capital in accordance with provisions in Article 71 of this Law; b) To comply with the Charter of the credit institution; c) Other responsibilities in line with provisions of this Law and of the Charter of the credit institution. Article 71. Transfer and repurchase of the contributed capital 1. A capital contributing member shall be authorized to transfer the contributed capital, be given priority to contribute additional capital where the credit institution increases charter capital.

2. The State Bank shall specifically provide for the conditions for receiving the transfer of the contributed capital, repurchasing the contributed capital of the credit institution. Article 72. Board of Members 1. The Board of Members of a credit institution which is a limited liability company with two members and more shall have following responsibilities, authorities: a) Responsibilities, authorities as provided for in points a, b, d, dd, h, i, k, l, m, n and o in Paragraph 2 Article 67 of this Law; b) To decide the increase or reduction of charter capital, to decide the time and method of capital mobilization; c) To make report on the financial situation, business results of the credit institution, the performance of the assigned duties, authorities by the Board of Members, members of the Board of Members upon request by the capital contributing members or competence state agency; d) To decide the repurchase of contributed capital in compliance with provisions of this Law; dd) To elect, remove, dismiss the Chairman of the Board of Members; to decide the appointment, removal, dismissal, conclusion and termination of the contract with the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant and other managerial, executive officers in line with internal regulations of the Board of Members; e) To decide the salary, bonus, remuneration and other benefits for the Chairman and members of the Board of Directors, Chief and members of the Controllers Committee, General Director (Director) in conformity with provisions of this Law, except otherwise provided for by the Charter of the credit institution; g) To approve the annual financial statements, the plan on the use and distribution of profit or plan on the settlement of losses of the credit institution;

h) To decide the establishment of a subsidiary company, branch, representative office; contribution of capital for the establishment of an associated company; i) To decide the reorganization of the credit institution; k) To decide the dissolution or ask the Court to open bankruptcy procedures for the credit institution; l) Other responsibilities, authorities in accordance with provisions of the Charter of the credit institution. 2. The Chairman of the Board of Members of a credit institution which is a limited liability company with two members and more shall have following authorities and responsibilities: a) Authorities and responsibilities as provided for in Paragraphs 1, 2, 3, 4, 5, 6, 7 and 8 Article 68 of this Law; b) To assess the working efficiency of each member, Committees of the Board of Members on an annual basis at the minimum; c) Other authorities, responsibilities as stipulated in the Charter of the credit institution. 3. A member of the Board of Members of a credit institution which is a limited liability with two members and more shall have following authorities, responsibilities: a) Authorities, responsibilities as provided for in Paragraphs 1, 2 and 3 Article 69 of this Law; b) To attend meetings of the Board of Members, to discuss and vote as to all the matters within the responsibilities, authorities of the Board of Members in accordance with provisions of this Law, except for the case where the voting is prohibited in accordance with provisions in point 1 Paragraph 2 Article 67 of this Law; to be responsible to the Board of Members for his decisions; c) To implement resolutions, decisions of the Board of Members;

d) To provide explanation to the capital contributing members, the Board of Members about his performance of the assigned duties upon request; dd) Other authorities, responsibilities as stipulated in the Charter of the credit institution. Section 6 CREDIT INSTITUTION WHICH IS A COOPERATIVE Article 73. Nature and objectives of operation The cooperative credit institution shall be a type of credit institution which is organized in the form of a cooperative engaging in the banking section, of which the main purpose is to support the members to efficiently perform the service production, business and to improve the life. The cooperative credit institution shall include cooperative banks, peoples credit funds. Article 74. The establishment of a cooperative credit institution 1. Members of a cooperative bank shall consist of all peoples credit funds and other capital contributing entities. 2. Members of a peoples credit fund shall consist of individuals, households and other capital contributing entities. Article 75. Organizational structure 1. The organizational structure of a cooperative bank, peoples credit fund shall consist of Members General Meeting, Board of Directors, Controllers Committee, General Director (Director). 2. Any member of the Board of Directors, member of the Controllers Committee, General Director (Director) of a cooperative bank, peoples credit fund shall be required to meet standards for the professional qualifications, professional ethics and knowledge about banking activities in accordance with provisions of the State Bank.

3. A cooperative bank, peoples credit fund shall have internal audit, internal control system and perform independent audit in line with provisions of the State Bank. Article 76. Charter capital 1. Charter capital of a cooperative bank, peoples credit fund shall be the total capital contributed by the members and stated in the Charter. 2. The maximum and minimum amount of contributed capital by a member shall be decided upon by the Members General Meeting in conformity with provisions of the State Bank. Article 77. Charter 1. Charter of a cooperative bank, peoples credit fund shall not be contrary to provisions of this Law, the Law on cooperatives and other provisions of applicable laws. The Charter of a cooperative bank, peoples credit fund shall have following main contents: a) Name, address of the head office; b) Operating content and scope; c) Duration of operation; d) Charter capital and method of capital contribution; dd) Organizational structure, responsibilities, authorities of the Board of Directors, Controllers Committee and rights, obligations of the General Director (Director); e) Formality to carry out the Members General Meeting and ratify a decision of the Members General Meeting; g) Rights, obligations of a member; h) Principles of finance, accounting, internal control and auditing;

i) Principles of salary, allowances and remuneration payment for public service, dealing with losses, distribution of profits based on the contributed capital, contribution effort of the members and the level of service employment of the credit institution; principles of setting up, management and use of funds; k) Formality of management, use, preservation and disposal of the joint assets, accumulated capital; l) Cases and procedures of division, split, integration, merger, dissolution, bankruptcy; m) Procedures of amending the Charter. 2. The Charter, any of its amendment, supplement of a cooperative bank, peoples credit fund shall be registered with the State Bank within a period of 15 days since the date of approval. Article 78. Rights of a member 1. To attend the Members General Meeting or appoint a delegate to attend the Members General Meeting, to attend meetings of the members and vote on issues within the authority of the Members General Meeting. 2. To stand for, nominate a person to the Board of Directors, Controllers Committee and other elected titles in accordance with provisions of the Charter of the cooperative bank, peoples credit fund. 3. To be authorized to deposit, borrow capital, get profit distribution in proportion with the contributed capital and the level of service employment of the cooperative bank, peoples credit fund. 4. To be entitled to enjoy general social welfares of a cooperative bank, peoples credit fund.

5. To be provided with necessary information relating to the activities of a cooperative bank, peoples credit fund. 6. To recommend issues relating to the activities of the cooperative bank, peoples credit fund and require the answer; to ask the Board of Directors, Controllers Committee to convene an irregular Members General Meeting to solve urgent issues. 7. To transfer the contributed capital and his rights, obligations to another person in accordance with provisions of applicable laws and of the Charter of the cooperative bank, peoples credit fund. 8. To apply for withdrawing from the cooperative bank, peoples credit fund in line with provisions of the Charter of the cooperative bank, peoples credit fund. 9. Other rights in accordance with provisions of applicable laws and of the Charter of the cooperative bank, peoples credit fund. Article 79. Obligations of a member 1. To implement the Charter of the cooperative bank, peoples credit fund and resolutions of the Members General Meeting. 2. To contribute capital in accordance with provisions in the Charter of the cooperative bank, peoples credit fund and provisions of applicable laws. 3. To cooperate with, support other members, make contribution to the construction and development of the cooperative bank, peoples credit fund. 4. To take joint responsibility for risks, losses in the operation of the cooperative bank, peoples credit fund within the scope of the contributed capital. 5. To refund the loan principal and interest of the cooperative bank, peoples credit fund in line with the commitment. 6. To compensate for any damage caused by himself to the cooperative bank, peoples credit fund.

Article 80. Members General Meeting 1. The Members General Meeting shall be the highest decision-making body of a cooperative bank, peoples credit fund. 2. The Members General Meeting shall discuss and decide on following issues: a) The report on profit/loss statement in the year, the public financial, accounting report, expected distribution of profits and disposal of losses, if any; the report on the operation of the Board of Directors and Controllers Committee; b) Plan on the business activity in the coming year; c) The increase, reduction of charter capital; the capital contribution level of a member; d) Election, removal, dismissal of the Chairman and other members of the Board of Directors; Chief and other members of the Controllers Committee; dd) Ratification of the list of newly admitted members and permitting any member to withdraw from the cooperative bank, peoples credit fund upon the proposal of the Board of Directors; to decide to expel any member; e) The division, split, integration, merger, dissolution for a peoples credit fund; g) The amendment of, supplement to the Charter; h) Other matters which are proposed by the Board of Directors, Controllers Committee or by at least one third of the total number of members. Article 81. Board of Directors 1. The Board of Directors shall be an administrative body of a cooperative bank, peoples credit fund, which consists of a Chairman and other members of the Board of Directors.

2. Number of the Board of Directors members shall be decided upon by the Members General Meeting, but not less than 03 members. 3. Tenure of the Board of Directors shall be decided upon by the Members General Meeting and stated in the Charter, be at least 02 years and not more than 05 years. 4. A member of the Board of Directors shall be an individual member or the representative for the contributed capital of a legal entity member. A member of the Controllers Committee, Chief Accountant, Cashier of a cooperative bank, peoples credit fund shall not be concurrently a member of the Board of Directors and not a related person of any member of the Board of Directors. 5. The Chairman and any member of the Board of Directors shall not be allowed to authorize any person who is not a member of the Board of Directors to perform his rights, obligations. Article 82. Responsibilities, authorities of the Board of Directors 1. To appoint, remove, dismiss, employ or terminate the employment contract with the General Director (Director) in line with the resolution, decision of the Members General Meeting. 2. To appoint, remove Deputy General Directors (Deputy Directors) upon proposal of the General Director (Director). 3. To organize the implementation of the resolutions, decisions of the Members General Meeting. 4. To prepare the assessment report on the business result; to approve the financial statements, reports on the business plans, report on the operation of the Board of Directors for submission to the Members General Meeting. 5. To prepare the agenda for the Members General Meeting and convene a Members General Meeting.

6. To organize the performance of the rights, obligations of a cooperative bank, peoples credit fund in accordance with provisions of applicable laws. 7. To consider the admission of new members and deal with the resignation of the members, except for the case where a member is expelled and make report to the Members General Meeting for approval. 8. To take responsibility for his decisions to the Members General Meeting. 9. Other responsibilities, authorities in accordance with provisions in the Charter of the cooperative bank, peoples credit fund. Article 83. Organization and operation of the Controllers Committee 1. The Controllers Committee shall have no less than 03 members, of which there shall be at least 01 specialized controller. The State Bank shall provide for the condition applicable to the peoples credit fund to be authorized to elect 01 specialized controller. 2. The Chief and members of the Controllers Committee shall be directly elected by the Members General Meeting. 3. Members of the Controllers Committee shall be individual members or representatives for the contributed capital of legal entity members. A member of the Controllers Committee shall be neither concurrently a member of the Board of Directors, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Cashier, operational officer of a cooperative bank, peoples credit fund nor a related person of any member of the Board of Directors, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Cashier. 4. The Controllers Committee shall be responsible to the Members General Meeting for its performance of the assigned responsibilities, authorities. 5. The tenure of the Controllers Committee shall be subject to that of the Board of Directors.

Article 84. Responsibilities, authorities of the Controllers Committee 1. To check, supervise the activities of the cooperative bank, peoples credit fund in accordance with provisions of applicable laws. 2. To inspect the implementation of the Charter, resolutions, decisions of the Members General Meeting, resolutions, decisions of the Board of Directors; to supervise the activities of the Board of Directors, General Director (Director) and members of the cooperative bank, peoples credit fund. 3. To inspect the financial activity, supervise the compliance with the accounting regime, to distribute incomes, deal with losses, use funds, assets and supports from the State; to oversee the prudence in operation of the cooperative bank, peoples credit fund. 4. To perform internal audit from time to time for each sector in order to accurately assess the business performance and the actual financial condition of the cooperative bank, peoples credit fund. 5. To receive, handle, within the competence, claims, denouncement relating to the activity of the cooperative bank, peoples credit fund in line with provisions of applicable laws and the Charter of the cooperative bank, peoples credit fund. 6. To convene an irregular Members General Meeting in following cases: a) Where the Board of Directors, General Director (Director) commits an act of violating applicable laws, Charter of the cooperative bank, peoples credit fund and resolutions of the Members General meeting; where the Board of Directors fails to perform or performs inefficiently the preventive measures as requested by the Controllers Committee; b) Where there is at least one third of the Controllers Committee members sending request for convening a Members General Meeting to the Board of Directors or Controllers Committee, but the Board of Directors fails to convene an irregular Members General Meeting within a period of 15 days since the receipt of the request.

7. To notify the Board of Directors, report the Members General Meeting and the State Bank on the control result; to recommend the Board of Directors, General Director (Director) to surmount shortcomings, failures in the activity of the cooperative bank, peoples credit fund. Article 85. General Director (Director) of a cooperative bank, peoples credit fund The Board of Directors shall appoint a member among them or employ another person to be the General Director (Director) of the cooperative bank, peoples credit fund. The General Director (Director) shall be the highest executive officer, who is responsible for managing daily affairs of the cooperative bank, peoples credit fund. Article 86. Rights, obligations of the General Director (Director) 1. To realize the business plan. 2. To organize the implementation of decisions made by the Board of Directors. 3. To propose the Board of Directors about the plan of organizational structure of the cooperative bank, peoples credit fund. 4. To sign contracts in the name of the cooperative bank, peoples credit fund. 5. To submit the annual financial statements to the Board of Directors. 6. To take responsibility to the Board of Directors for the assigned duties. 7. Other rights, obligations in accordance with provisions in the Charter of the cooperative bank, peoples credit fund. Section 7 MICRO-FINANCIAL INSTITUTION Article 87. Type of a micro-finance institution

1. A micro-finance institution is established in the form of a limited liability company. 2. The organizational, administration and management structure of the micro-finance institution shall be implemented in accordance with provisions of this Law and other provisions of applicable laws. Article 88. Member, capital contribution, organizational structure, area of operation of a micro-finance institution The State Bank shall provide for the participation in capital contribution for the establishment of a micro-finance institution by foreign organizations, individuals; number of capital contributing members; holding rate over the contributed capital, the contributed capital amount of local and foreign organizations, individuals in a microfinance institution; limit on the organization of network, area of operation of a microfinance institution. Section 8 FOREIGN BANKS BRANCH IN VIETNAM Article 89. The administration, management of a foreign banks branch 1. The foreign bank shall decide the organizational, administration, management structure of its branch in Vietnam in conformity with the laws of the country where the foreign banks head office is located and provisions of this Law on the organizational, administration, management structure, internal control, internal audit and be subject to the approval in writing of the State Bank before implementation. 2. The General Director (Director) of the foreign banks branch shall be the representative of the foreign banks branch to the law, who is responsible for all the activities of the foreign banks branch and managing daily activities within the rights and obligations in conformity with provisions of this Law and other provisions of applicable laws.

3. The General Director (Director) of a foreign banks branch shall not be authorized to participate in the administration, management of other credit institutions, economic organizations and not be concurrently a Chief Representative of a foreign banks representative office in Vietnam. 4. The General Director (Director) of a foreign banks branch shall be required to fully satisfy standards, conditions as stipulated in Paragraph 4 Article 50 of this Law. The person expected to be appointed as the General Director (Director) of the foreign banks branch shall be required to obtain a written approval from the State Bank before the appointment. The sequences, file for approval to the General Director (Director) of the foreign banks branch, notice of the appointed person shall be implemented in accordance with provisions in paragraph 2 and paragraph 3 Article 51 of this Law. 5. In the event where a foreign bank has two or more branches operating in Vietnam and performs a consolidated financial, accounting, reporting regime, such foreign bank shall authorize a General Director (Director) of its branch to be responsible to the law for all the activities of its branches in Vietnam. Chapter IV OPERATION OF A CREDIT INSTITUTION Section 1 GENERAL PROVISIONS Article 90. Authorized scope of operation of a credit institution 1. The State Bank shall provide in details for the scope, type, content of banking activities, other business activities of a credit institution in the License granted to each credit institution. 2. The credit institution shall not be authorized to perform any business activity other than banking activities, other business activities stated in the License granted by the State Bank to the credit institution.

3. Banking activities, other business activities of a credit institution as provided for in this Law shall be implemented in accordance with guidance of the State Bank. Article 91. Interest rate, fees in business activity of a credit institution 1. The credit institution shall be entitled to fix and post up in public the mobilization interest rates, the fees for the supply of service in its business activity. 2. The credit institution and its customers shall have the right to agree on the interest rates, fees for credit extension in banking activity of the credit institution in accordance with provisions of applicable laws. 3. In case where there is an abnormal change in the banking activity, in order to secure the safety of the credit institutions system, the State Bank shall be entitled to stipulate the regime of determining fees, interest rates in the business activity of the credit institution. Article 92. Issuance of deposit certificates, promissory notes, bills, bonds of a credit institution 1. A credit institution shall be authorized to issue deposit certificates, promissory notes, bills for capital mobilization in line with provisions of this Law and provisions of the State Bank. 2. Based on this Law and the Law on securities, the Government shall stipulate the issuance of bonds, excluding convertible bonds for capital mobilization of the credit institution. Article 93. Internal regulations 1. Pursuant to provisions of this Law and other provisions of applicable laws, the credit institutions shall be obliged to set up and issue internal regulations applicable to their operational activities, ensuring the availability of the internal control, audit, risk management mechanism in attachment to each business process, plan for emergency cases.

2. The credit institution shall be required to issue following internal regulations: a) The regulation on credit extension, loan management in order to ensure the proper use of the loan fund; b) The regulation on the classification of assets, setting up and use of provisions against risk; c) The regulation on the assessment of the asset quality and compliance with the minimum capital adequacy ratio; d) The regulation on the liquidity management, which includes procedures and limits on liquidity management; dd) The regulation on an internal control system and internal audit mechanism in conformity with the nature and scale of operation of the credit institution; e) The regulation on the internal credit rating system; g) The regulation on risk management in activity of the credit institution; h) The regulation on the process, procedure, including principles of customer identification so as to protect the credit institution from being abused for money laundering, terrorist financing and other crimes; i) The regulation on the plan for emergency cases. 3. The credit institution shall be required to send the State Bank internal regulations as stated in Paragraph 2 of this Article promptly after the issuance. Article 94. Approval to credit extension, verifying the use of loan fund 1. The credit institution shall require its customers to provide documentations for their feasible plans of capital use, their financial capacity, legal purpose of capital use, measure of loan security before deciding the credit extension.

2. The credit institution shall organize the approval to the credit extension under the principle of assigning responsibility between the appraisement and the decision on credit extension. 3. The credit institution shall have the right, obligation to examine, supervise the use of loan fund and debt repayment of the customer. 4. The credit institution shall be entitled to ask the borrowers to make report on their use of loan fund and to prove that their loan fund is used for the right purpose. Article 95. Termination of credit extension, disposal of debt, exemption, reduction of interest rate 1. The credit institution shall be entitled to terminate the extension of credit, collection of debt prior to maturity where the borrower is detected to have supplied untruthful information, violate provisions in the credit contract. 2. In the event where the borrower fails to pay the due debt, if there is no other agreement between the parties, the credit institution shall be entitled to dispose its debt, loan security assets under the credit contract, the security contract and provisions of applicable laws. The restructuring of debt repayment period, debt sale and purchase by the credit institution shall be implemented in accordance with provisions of the State Bank. 3. In the event where the borrower or the security provider fails to pay the debt due to bankruptcy, the debt collection by the credit institution shall be performed in line with provisions of laws on bankruptcy. 4. The credit institution shall be entitled to exempt, reduce interest rate, fee for the borrower in accordance with its internal regulations. Article 96. Storage of credit documents 1. The credit institution shall keep its credit documents which include:

a) Credit contract and documents stating clearly the purpose of capital use; documents regarding the security method; b) The report on the actual financial condition of the borrower; c) Decision on the credit extension with the signature of the competent person; where the decision was made by a team, minutes stating clearly that the decision has been approved shall be required; d) Documents arising during the use of loan relating to the credit contract. 2. The storage period of credit documents shall be implemented in accordance with provisions of applicable laws. Article 97. Electronic banking activity A credit institution shall be authorized to perform its business activities through the use of electronic means under the instruction of the State Bank as to risk management and provisions of applicable laws on electronic transaction. Section 2 OPERATION OF A COMMERCIAL BANK Article 98. Banking activity of a commercial bank 1. To receive demand deposit, time deposit, savings deposit and other types of deposits. 2. To issue deposit certificates, promissory notes, bills, bonds for domestic and foreign capital mobilization. 3. To extend credit in the following forms: a) Provision of loan; b) Discount, rediscount of assignment instruments and other valuable papers;

c) Bank guarantee; d) Issuance of credit card; dd) Local factoring; international factoring to banks which are authorized to perform international payment; e) Other forms of credit extension upon the approval of the State Bank. 4. To open checking accounts for customers. 5. To supply means of payment. 6. To supply following payment services: a) To supply domestic payment services, including cheque, payment instruction, payment order, collection, collection order, letter of credit, bank card, collection and payment service; b) To perform international payment service and other payment services upon the approval from the State Bank. Article 99. Borrowing from the State Bank A commercial bank shall be entitled to borrow capital from the State Bank in the form of re-financing in accordance with provisions of the Law on the State Bank of Vietnam. Article 100. Borrowing capital from the credit institutions, financial institutions A commercial bank shall be authorized to borrow capital from local and foreign credit institutions, financial institutions in accordance with provisions of applicable laws.

Article 101. Opening account 1. A commercial bank shall be required to open a deposit account at the State Bank and maintain an average balance, which is not lower than the required reserve amount, on that deposit account. 2. A commercial bank shall be authorized to open a payment account at another credit institution. 3. A commercial bank shall be authorized to open deposit account, payment account overseas in accordance with provisions of laws on foreign exchange. Article 102. Organization and participation in payment systems 1. A commercial bank shall be authorized to organize internal payment, to participate in the national inter-bank payment system. 2. A commercial bank shall be authorized to participate in the international payment system once it is approved by the State Bank. Article 103. Capital contribution, share purchase 1. A commercial bank shall only be authorized to use its charter capital and reserve fund for capital contribution, share purchase in accordance with provisions in paragraphs 2, 3, 4 and 6 of this Article. 2. A commercial bank shall be obliged to establish or acquire subsidiary companies, associated companies for performing following business activities: a) Securities underwriting, securities brokerage; management, distribution of certificates of securities investment funds; management of securities portfolio and sale, purchase of stocks; b) Finance leasing; c) Insurance.

3. A commercial bank shall be authorized to establish, acquire a subsidiary company, an associated company which operate in the area of management of security asset, overseas national currency exchange, foreign exchange dealing, gold dealing, factoring, credit card issuance, consumer credit, payment intermediary service, credit information. 4. A commercial bank shall be authorized to contribute capital to, purchase shares from enterprises operating in following sectors: a) Insurance, securities, overseas national currency exchange, foreign exchange, gold dealing, factoring, credit card issuance, consumer credit, payment intermediary service, credit information; b) Other sectors which are not stated in point a of this Paragraph. 5. The establishment, acquisition of subsidiary companies, associated companies as stipulated in Paragraph 2 and Paragraph 3 of this Article and the capital contribution, share purchase by a commercial bank as stipulated in point b Paragraph 4 of this Article shall be subject to a prior approval in writing of the State Bank. The State Bank shall provide in details for the conditions, application file, sequences, procedures of approval. Conditions, procedures and sequences of establishment of a subsidiary company, associated company by the commercial bank shall be implemented in accordance with provisions of applicable laws. 6. A commercial bank, its subsidiary company shall be authorized to buy, hold stocks of another credit institution under the conditions and limits provided for by the State Bank. Article 104. Participation in the money market A commercial bank shall be authorized to engage in the auction of Treasury bills, purchase, sale of assignment instruments, Government bonds, Treasury bills, State Banks bills and other valuable papers in the money market.

Article 105. Dealing, supplying foreign exchange service, derivative products 1. After having obtained written approval from the State Bank, the commercial bank shall be authorized to engage in dealing, supplying following products to local and foreign customers: a) Foreign exchange; b) Derivatives in exchange rate, interest rate, foreign exchange, currency and other financial assets. 2. The State Bank shall provide for the scope of foreign exchange business; conditions, sequences, procedures of approving the foreign exchange business; dealing, supplying derivative products of a commercial bank. 3. The supply of foreign exchange service by a commercial bank to its customer shall be implemented in accordance with provisions of laws on foreign exchange. Article 106. Entrustment and agency operation A commercial bank shall be entitled to entrust, receive entrustment, act as agency in areas relating to banking activity, insurance trading, asset management in accordance with provisions of the State Bank. Article 107. Other business activities of a commercial bank 1. Services of cash management, banking, finance consultancy; services of asset management, preservation, strong box, safe leasing. 2. Corporate finance consultancy, consultancy in purchase, sale, integration, merger of enterprise and investment consultancy. 3. Purchase, sale of Government bonds, corporate bonds. 4. Monetary brokerage service.

5. Securities custody, gold trading and other business activities relating to banking activity upon the written approval by the State Bank.

Section 3 OPERATION OF A FINANCE COMPANY Article 108. Banking activity of a finance company 1. A finance company shall be authorized to perform one or some of following banking activities: a) Receiving deposit from organizations; b) Issuing deposit certificates, promissory notes, promissory notes, bonds for capital mobilization of organizations; c) Borrowing capital from credit institutions, local and foreign financial institutions in accordance with provisions of applicable laws; borrowing from the State Bank in the form of refinancing in accordance with provisions of the Law on the State Bank of Vietnam; d) Providing loan, including loan with installment payment, consumer loan; dd) Bank guarantee; e) Discount, rediscount of assignment instruments, other valuable papers; g) Issuance of credit card, factoring, finance leasing and other forms of credit extension upon the approval of the State Bank. 2. The Government shall provide in details for conditions of a finance company to perform banking activities as stated in Paragraph 1 of this Article. Article 109. Opening of account by a finance company 1. A finance company that receives deposits shall be obliged to open a deposit account at the State Bank and maintain an average balance, which shall not be lower than the required reserve level on that deposit account.

2. A finance company shall be authorized to open a payment account at a commercial bank, foreign banks branch. 3. A finance company shall be authorized to issue credit card, to open account at a foreign bank in accordance with provisions of laws on foreign exchange. 4. A finance company shall be authorized to open deposit account, loan fund management account for the customers. Article 110. Capital contribution, share purchase by a finance company 1. A finance company shall only be authorized to use its charter capital and reserve fund for capital contribution, share purchase in accordance with provisions in Paragraph 2 and Paragraph 3 of this Article. 2. A finance company shall be authorized to contribute capital to, purchase shares from enterprises, investment funds. 3. A finance company shall only be authorized to establish, acquire subsidiary companies, associated companies which operate in sectors of insurance, securities, security asset management upon a written approval of the State Bank. 4. The State Bank shall provide in details for the conditions, application file, sequences, procedures of approval to the establishment of a subsidiary company, associated company of the finance company as stated in Paragraph 3 of this Article. Conditions, sequences, procedures applicable to the establishment of a subsidiary company, associated company of a finance company shall be implemented in accordance with provisions of applicable laws. Article 111. Other business activities of a finance company 1. Receiving entrusted capital from the Government, organizations, individuals to realize investments in authorized projects of production, business, credit extension; entrusting capital to credit institutions for credit extension. The receipt of entrusted

capital from individuals and entrustment of capital to credit institutions for credit extension shall be implemented in accordance with provisions of the State Bank. 2. Participating in monetary market in accordance with provisions in Article 104 of this Law. 3. Buying, selling Government bonds, corporate bonds. 4. Providing underwriting to Government bonds, corporate bonds; acting as an agency in issuing bonds, stocks and other valuable papers. 5. Trading in, supplying foreign exchange services in accordance with provisions of the State Bank. 6. Acting as an agency of insurance trading. 7. Supplying consultancy service in banking, finance, investment areas. 8. Supplying management, preservation service to the asset of the customers. Section 4 OPERATION OF A FINANCE LEASING COMPANY Article 112. Banking activities of a finance leasing company 1. Receiving deposits from organizations. 2. Issuing deposit certificates, promissory notes, bills, bonds for capital mobilization from the organizations. 3. Borrowing capital from credit institutions, local and foreign financial institutions in accordance with provisions of laws; borrowing capital from the State Bank in the form of refinancing in accordance with provisions of the Law on the State Bank of Vietnam. 4. Finance leasing.

5. Lending for current capital supplement to the finance lessee. 6. Operating leasing with a condition that the total value of operating leased asset shall not exceed 30% of the total assets of the finance leasing company. 7. Performing other forms of credit extension upon the approval of the State Bank. Article 113. Finance leasing activities Finance leasing activities shall mean the extension of medium, long term credit on the basis of a finance leasing contract and be subject to one of following conditions: 1. At the expiry of the lease period under the contract, the lessee shall be entitled to take the transfer of ownership to the leased asset or continue leasing upon agreement between the two parties; 2. At the expiry of the lease period under the contract, the lessee shall be entitled to a priority in the repurchase of the leased asset at the nominal price which is lower than the fair value of the leased asset at the time of repurchase; 3. The lease period of an asset, at the minimum, shall be equal to 60% of the needed time for the depreciation of that leased asset; 4. Total amount for leasing an asset as stated in the finance leasing contract shall be equal to, at the minimum, the value of that asset at the time of signing the contract. Article 114. Opening of account by a finance leasing company 1. A finance leasing company that receives deposits shall be obliged to open a deposit account at the State Bank and maintain an average balance, which shall not be lower than the required reserve level, on that deposit account. 2. A finance leasing company shall be authorized to open a payment account at a commercial bank, a foreign banks branch.

Article 115. Capital contribution, share purchase by a finance leasing company A finance leasing company shall not be authorized to contribute capital to, purchase shares, establish a subsidiary company, associated company in any form. Article 116. Other activities of a finance leasing company 1. Receiving entrusted capital from the Government, organizations, individuals for finance leasing. The receipt of entrusted capital of individuals shall be implemented in accordance with provisions of the State Bank. 2. Participating in the auction of Treasury bills organized by the State Bank. 3. Buying, selling Government bonds. 4. Trading in, supplying services of foreign exchange and finance leasing entrustment in accordance with provisions of the State Bank. 5. Acting as an agency of insurance trading. 6. Supplying consultancy service in banking, finance, investment areas to the finance lessee. Section 5 OPERATION OF A COOPERATIVE CREDIT INSTITUTION Article 117. Activities of a cooperative bank 1. The main activities of a cooperative bank shall be capital regulation and performing banking activities for its members as peoples credit funds. 2. A cooperative bank shall be authorized to perform some banking activities, other business activities in accordance with provisions in Section 2 Chapter IV of this Law upon a written approval of the State Bank.

Article 118. Activities of a peoples credit fund 1. Receiving VND deposits in following cases: a) Receiving deposits from the members; b) Receiving deposits from organizations, individuals who are not the members in accordance with provisions of the State Bank. 2. Providing VND loans in following cases: a) Lending to member customers; b) Lending to customers who are not members in accordance with provisions of the State Bank. 3. Supplying money remittance service, performing collection, payment operations for the members. 4. Other activities, including: a) Receiving loan entrusted capital from the Government, organizations, individuals; b) Borrowing capital from credit institutions, other financial institutions; c) Contributing capital for the establishment of a cooperative bank; d) Opening a deposit account at the State Bank; dd) Opening a payment account at a commercial bank, foreign banks branch; e) Receiving entrustment and acting as an agency in some banking-related areas, asset management in line with provisions of the State Bank; g) Acting as an agency of insurance trading; h) Supplying consultancy service in banking, finance to the members.

5. The State Bank shall provide in details for the area of operation of each peoples credit fund in the License. Section 6 OPERATION OF A MICRO-FINANCE INSTITUTION Article 119. Capital mobilization of a micro-finance institution 1. Receiving VND deposit in following forms: a) Required savings in line with provisions of the micro-finance institution; b) Deposits of organizations and individuals, including voluntary deposits of microfinancial customers, excluding deposits for payment purpose. 2. Borrowing capital from credit institutions, finance institutions, and other local and foreign individuals, organizations in accordance with provisions of applicable laws. Article 120. Credit extension by a micro-finance institution 1. A micro-finance institution shall only be authorized to extend credit in Vietnamese dong in the form of lending. The extension of credit by a micro-finance institution may be secured by required savings, guarantee of the savings and borrowing customers group. 2. A micro-finance institution shall maintain the ratio of total outstanding of credits extended to individuals, households of low income, micro enterprises against the Total outstanding credits not to be lower than the ratio stipulated by the State Bank. Article 121. Opening of account by a micro-finance institution 1. A micro-finance institution shall be authorized to open a deposit account at the State Bank, a commercial bank. 2. A micro-finance institution shall not be authorized to open a payment account for the customers.

Article 122. Other activities of a micro-finance institution 1. Entrusting, receiving loan entrustment. 2. Supplying financial consultancy services relating to the micro-finance area. 3. Supplying services of collection, payment and remittance of money for microfinancial customers. 4. Acting as an agency of supplying insurance services. Section 7 OPERATION OF A FOREIGN BANKS BRANCH IN VIETNAM Article 123. Operating contents of a foreign banks branch 1. A foreign banks branch shall be authorized to perform activities as stated in Section 2 Chapter IV of this Law, except for following activities: a) Activities as stipulated in Article 103 of this Law; b) Activities that a foreign bank is prohibited from performing in the country where its head office is located. 2. A foreign banks branch shall only be authorized to supply some foreign exchange services in the international market to customers in Vietnam in compliance with provisions of laws on foreign exchange. 3. The State Bank shall provide in details for the operating contents in the License granted to the foreign banks branch in accordance with provisions of this Law, in conformity with the scale, type, area of operation of the foreign bank. Chapter V REPRESENTATIVE OFFICE OF A FOREIGN CREDIT INSTITUTION, OTHER FOREIGN INSTITUTIONS ENGAGING IN BANKING ACTIVITY Article 124. Establishment of a representative office

Foreign credit institutions, other foreign institutions engaging in banking activity shall be authorized to establish a representative office in provinces, cities under the central Governments management within the territory of Vietnam. In each province, city under the central Governments management, foreign credit institutions, other foreign institutions shall only be authorized to establish one representative office. Article 125. Operating contents of a representative office A representative office of the foreign credit institution, other foreign institution engaging in banking activity shall be authorized to perform following activities in line with the contents stated in the License granted by the State Bank: 1. Functioning as a liaison office; 2. Doing market research; 3. Promoting investment projects of the foreign credit institution, other foreign institution engaging in banking activity in Vietnam; 4. Speeding up and following up the realization of contracts, agreements signed between the foreign credit institution, other foreign institution engaging in banking activity and Vietnamese credit institutions, enterprises, projects financed by the foreign credit institutions, other foreign institutions engaging in banking activity in Vietnam; 5. Other activities in conformity with provisions of Vietnamese laws. Chapter VI LIMITS FOR ENSURING PRUDENCE IN OPERATION OF A CREDIT INSTITUTION Article 126. Cases which are prohibited from credit extension 1. Any credit institution, foreign banks branch shall not be permitted to extend credit to following organizations, individuals:

a) A member of the Board of Directors, a member of the Board of Members, a member of the Controllers Committee, General Director (Director), Deputy General Director (Deputy Director) and equivalent titles of the credit institution, foreign banks branch, legal entity shareholder whose representative for the contributed capital is a member of the Board of Directors, member of the Controllers Committee of the credit institution which is a joint stock company, capital contributing member as a legal entity, the owner of the credit institution which is a limited liability company; b) Father, mother, spouse, children of a member of the Board of Directors, member of the Board of Members, member of the Controllers Committee, General Director (Director), Deputy General Director (Deputy Director) and equivalent titles. 2. Provisions in Paragraph 1 of this Article shall not be applicable to peoples credit fund, micro-finance institutions. 3. Any credit institution, foreign banks branch shall not be authorized to extend credit to their customers on the basis of the security by the subjects as stated in Paragraph 1 of this Article. Any credit institution, foreign banks branch shall not be permitted to secure, in any form, for another credit institution to extend credits to the subjects stated in Paragraph 1 of this Article. 4. Any credit institution shall be prohibited from extending credit to enterprises which operate in securities dealing in which the credit institution holds controlling power. 5. Any credit institution shall be prohibited from extending credit on the basis of taking security by stocks from the very credit institution or its subsidiary companies. 6. Any credit institution shall be prohibited from lending for capital contribution to another credit institution on the basis of receiving security assets as stocks of the very credit institution which receives contributed capital. Article 127. Limit on credit extension

1. Any credit institution, foreign banks branch shall be prohibited from extending credit without security, extending credit with preferential conditions to following subjects: a) Audit organizations, auditors who are auditing at the credit institution, foreign banks branch; inspectors who are inspecting at the credit institution, foreign banks branch; b) Chief accountant of the credit institution, foreign banks branch; c) Major shareholders, founding shareholders; d) Enterprise whose one of the subjects stated in Paragraph 1 Article 126 of this Law holds more than 10% of that enterprises charter capital; dd) The person who appraises, verifies the extension of credit; e) Subsidiary companies, associated companies of a credit institution or an enterprise where the credit institution holds controlling power. 2. Total outstanding credits extended to the subjects as stipulated in points a, b, c, d and dd in Paragraph 1 of this Article shall not exceed 5% of the own capital of the credit institution, foreign banks branch. 3. The extension of credit to subjects as stipulated in Paragraph 1 of this Article shall be subject to the approval by the Board of Directors, Board of Members of the credit institution and be publicly announced within the credit institution. 4. Total outstanding credits extended to one subject as stipulated in point e Paragraph 1 of this Article shall not exceed 10% of the own capital of the credit institution; for all subjects as stipulated in point e Paragraph 1 of this Article, it shall not exceed 20% of the credit institutions own capital. Article 128. Limit on the credit extension

1. Total outstanding credits extended to one customer shall not exceed 15% of the own capital of the commercial bank, foreign banks branch, peoples credit fund, micro-finance institution; Total outstanding credits extended to one customer and his/her related persons shall not exceed 25% of the own capital of the commercial bank, foreign banks branch, peoples credit fund, micro-finance institution. 2. Total outstanding credits extended to one customer shall not exceed 25% of the own capital of the non-banking credit institution; Total outstanding credits extended to one customer and his/her related persons shall not exceed 50% of the own capital of the non-banking credit institution. 3. The level of credit outstanding as stated in Paragraph 1 and Paragraph 2 of this Article shall not include loans from the entrusted capital resource of the Government, organizations, individuals or where the borrower is another credit institution. 4. The level of credit outstanding as stated in Paragraph 1 and Paragraph 2 of this Article shall include the total investments in bonds issued by the customers. 5. Limits and conditions of credit extension for investment, dealing in stocks of commercial banks, foreign banks branches shall be stipulated by the State Bank. 6. In the event where the capital demand of a customer and his/her related persons exceeds the credit limit as stipulated in Paragraph 1 and Paragraph 2 of this Article, the credit institution, foreign banks branch shall be authorized to extend syndicated credit in accordance with provisions of the State Bank. 7. In special cases, with a view to implementing the socio-economic task, the syndication ability of credit institutions, foreign banks branches still fail to meet the requirements of borrowing capital of a customer, then the Prime Minister shall approve the maximum level of credit extension in excess of the limit stipulated in Paragraph 1 and Paragraph 2 of this Article for specific cases.

8. Total credit extension amounts of a credit institution, foreign banks branch as stated in Paragraph 7 of this Article shall not exceed an amount equaling four times of the own capital of the credit institution, foreign banks branch. Article 129. Limit on the capital contribution, share purchase 1. The level of capital contribution, share purchase of a commercial bank and its subsidiary companies, associated companies in an enterprise operating in the areas as stipulated in Paragraph 4 Article 103 of this Law shall not exceed 11% of the charter capital of such enterprise. 2. Total capital contribution, share purchase level of a commercial bank in enterprises, including the subsidiary companies, associated companies of that commercial bank, shall not exceed 40% of the charter capital and reserve fund of the commercial bank. 3. The capital contribution, share purchase level of a finance company and its subsidiary companies, associated companies in an enterprise as stated in Paragraph 2 Article 110 of this Law shall not exceed 11% of the charter capital of such enterprise. 4. The total capital contribution, share purchase level of a finance company as provided for in Paragraph 1 Article 110 of this Law in enterprises, including the subsidiary companies, associated companies of that finance company, shall not exceed 60% of the charter capital and reserve fund of the finance company. 5. A credit institution shall not be authorized to contribute capital to, purchase shares from enterprises, other credit institutions which are shareholders, capital contributing members of the very credit institution. Article 130. Prudential ratios 1. A credit institution, foreign banks branch shall be required to maintain prudential ratios as follows: a) Solvency ratio;

b) The minimum capital adequacy ratio to be of 8% or a higher one in accordance with provisions of the State Bank from time to time; c) The maximum rate of the short term capital source used for providing medium and long term loans; d) The maximum position of foreign currency, gold as against the own capital; dd) Ratio of loan outstanding against the total deposits; e) Ratios of medium, long term deposits against total outstanding of medium, long term loans. 2. A commercial bank, foreign banks branch participating in the national inter-bank payment system shall be required to hold a minimum quantity of valuable papers that are permitted to mortgage in accordance with provisions of the State Bank from time to time. 3. The State Bank shall provide in details for the prudential ratios as stipulated in Paragraph 1 of this Article for each type of credit institution, foreign banks branch. 4. Total capital invested by a credit institution in another credit institution, its subsidiary company in the form of capital contribution, share purchase and investments in the form of capital contribution, share purchase for the purpose of holding controlling power over enterprises which operate in banking, insurance, securities areas shall be excluded from the own capital in the calculation of prudential ratios. 5. In the event where the credit institution, foreign banks branch fails or is likely to fail to obtain the minimum capital adequacy ratio in line with provisions in point b Paragraph 1 of this Article, that credit institution, foreign banks branch shall make report to the State Bank on the solution, correction plan so as to ensure the minimum capital adequacy ratios in accordance with applicable provisions. The State Bank shall apply necessary measures in accordance with provisions in Article 149 of this Law, including the limitation on the scope of operation, disposal of assets of the credit

institution, foreign banks branch in order to ensure that the credit institution, foreign banks branch satisfies the minimum capital adequacy ratio. Article 131. Provisioning against risk 1. A credit institution, foreign banks branch shall be obliged to make provisions against risk in the activities of the credit institution, foreign banks branch. Such provisions amount shall be accounted into operating expense. 2. The classification of assets, level of provisioning, method of setting up provisions against risk and use of provisions for dealing with risk in the activities shall be stipulated by the State Bank upon the agreement with the Ministry of Finance. 3. In the event where the credit institution, foreign banks branch has recovered the capital that has been settled by the amount of risk provisions, such recovered amount shall be deemed as revenue of the credit institution, foreign banks branch. Article 132. Dealing in real estates Any credit institution shall be prohibited from dealing in real estates, except for following cases: 1. Buying, investing, owning real estates to be used as a premise for business, working or as a warehouse which directly serves the operational activities of the credit institution; 2. Using a part of the business premise, which has not been used and belongs to the credit institution for lease; 3. Holding real estates due to the disposal of loans. Within a period of 03 years since the date of making decision on the disposal of the security assets as real estates, the credit institution shall sell, transfer or acquire this real estate so as to ensure the rate of investment in fixed asset and purpose of using the fixed asset as stipulated in Article 140 of this law.

Article 133. Requirement of prudence in electronic banking activity A credit institution, foreign banks branch shall be required to ensure the prudence and security in electronic banking activity in line with guidance of the State Bank. Article 134. Rights, obligations of the controlling company A company that holds, directly or indirectly, more than 20% of the charter capital or equity with voting right or holds the controlling power of a commercial bank prior to the effectiveness of this Law; a commercial bank which has a subsidiary company, an associated company (hereinafter referred to as a controlling company) shall have following rights and obligations: 1. Depending on the legal type of the subsidiary company, associated company, the controlling company shall perform its rights, obligations in the capacity of a capital contributing member, owner or shareholder in the relationship with its subsidiary company, associated company in accordance with provisions of this Law and other provisions of applicable laws; 2. All the contracts, transactions and other relations between the controlling company and its subsidiary company, associated company shall be established and performed independently, equally under the conditions applicable to independent legal entities; 3. The controlling company shall not be permitted to interfere in the organization, operation of its subsidiary company, associated company other than the rights of an owner, capital contributing member or shareholder. Article 135. Capital contribution, share purchase among subsidiary companies, associated companies, controlling companies 1. Any subsidiary company, associated company of a same controlling company shall be prohibited from contributing capital to, purchasing share from each other.

2. Any subsidiary company, associated company of the same credit institution shall be prohibited from contributing capital to, purchasing share from the very credit institution. 3. A credit institution that is a subsidiary company, associated company, for the time being, of the controlling company shall be prohibited from contributing capital to, purchasing share from the very controlling company. Chapter VII FINANCE, ACCOUNTING, REPORTING Article 136. Finance regime The finance regime of a credit institution, foreign banks branch shall be implemented in accordance with provisions of the Government. Article 137. Fiscal year The fiscal year of a credit institution, foreign banks branch shall commence from 01 January and ends on 31 December of the calendar year. Article 138. Accounting A credit institution, foreign banks branch shall perform its accounting in accordance with provisions of laws on accounting. Article 139. Reserve funds 1. Annually, a credit institution, foreign banks branch shall deduct from its after tax profits for setting up and maintaining following reserve funds: a) The reserve fund for the supplement of charter capital, appropriated capital shall be annually deducted at the rate of 5% of the after tax profit. The maximum amount of this fund shall not exceed the charter capital, appropriated capital of the credit institution, foreign banks branch;

b) Financial reserve fund; c) Other reserve funds in accordance with provisions of applicable laws. 2. A credit institution shall not be authorized to use funds as stated in Paragraph 1 of this Article for paying dividend to shareholders or distributing profits to the owner, capital contributing members. Article 140. Buying, investing in fixed asset A credit institution, foreign banks branch shall be authorized to buy, make investment in fixed assets that directly serve the operation not in excess of 50% of the charter capital and the reserve funds for charter capital supplement for a credit institution or not in excess of 50% of the appropriated capital and the reserve fund for appropriated capital supplement for a foreign banks branch. Article 141. Reporting 1. A credit institution, foreign banks branch shall perform the reporting regime in compliance with provisions of laws on accounting, statistics and reporting of operational activities on a periodical basis in line with provisions of the State Bank. 2. Apart from the reporting as stated in Paragraph 1 of this Article, the credit institution, foreign banks branch shall be responsible for timely reporting in writing to the State Bank in following cases: a) There arises an extraordinary evolution in the operational activity that may cause serious impact on the business condition of the credit institution, foreign banks branch; b) There is a change in the organization, administration, management, financial condition of the major shareholders and other changes which have serious impact on the business condition of the credit institution, foreign banks branch.

3. The subsidiary companies, associated companies of a credit institution shall be responsible for sending their financial statements, operating statements to the State Bank upon request. 4. Within a period of 90 days since the ending of the fiscal year, the credit institution, foreign banks branch shall send the annual reports to the State Bank in accordance with provisions of applicable laws. 5. Within a period of 180 days since the ending of the fiscal year, the joint venture credit institution, 100% foreign owned credit institution, foreign banks branch, representative office in Vietnam of a foreign credit institution, other foreign organizations engaging in banking activity shall send annual financial statements of the foreign credit institution, other foreign organizations engaging in banking activity to the State Bank. 6. The joint venture credit institution, 100% foreign owned credit institution, foreign banks branch shall be required to timely report the State Bank in writing where there is a change in the foreign credit institution in one of following cases: a) Division, split, merger, integration, liquidation, bankruptcy, dissolution; b) Renaming, relocation of the head office; c) Change of major shareholders, the Board of Directors, Executive Board; d) Extraordinary change causing serious impact on the organization, operation. Article 142. Reporting of a controlling company 1. Within a period of 120 days since the ending of the fiscal year, apart from the reports and documents provided for by the laws, a controlling company shall prepare and send the State Bank its audited consolidated financial statements in accordance with provisions of laws on accounting.

2. Within a period of 90 days since the ending of the fiscal year, the controlling company shall prepare and send the State Bank its general report on the purchase, sale and other transactions between the controlling company and its subsidiary companies, associated companies. Article 143. Disclosure of financial statements Within a period of 120 days since the ending of the fiscal year, the credit institution, foreign banks branch shall disclose their financial statements in accordance with provisions of applicable laws. Article 144. Overseas remittance of profits, assets 1. A foreign banks branch, 100% foreign owned credit institution in Vietnam shall be authorized to overseas remit the residual profit after the setting up of funds and fulfillment of financial obligations in accordance with provisions of applicable laws of Vietnam. 2. The foreign party in a joint venture credit institution shall be authorized to overseas remit the distributed profit amount after the joint venture credit institution has already set up funds and fulfilled its financial obligations in accordance with provisions of applicable laws of Vietnam. 3. A foreign banks branch, 100% foreign owned credit institution and the foreign party in a joint venture credit institution shall be authorized to overseas remit their residual assets after the liquidation, termination of operation in Vietnam. 4. The overseas remittance of money and other assets as stipulated in Paragraphs 1, 2 and 3 of this Article shall be implemented in accordance with provisions of applicable laws of Vietnam. Chapter VIII SPECIAL CONTROL, REORGANIZATION, BANKRUPTCY, DISSOLUTION, LIQUIDATION OF A CREDIT INSTITUTION

Section 1 SPECIAL CONTROL Article 145. Report on the difficulty in solvency Where there is a possibility of insolvency, a credit institution shall timely report the State Bank on its actual financial condition, the reason and measures already taken and to be taken for overcoming. Article 146. Application of special control 1. Special control shall mean the case where a credit institution is put under the direct control of the State Bank because it is in the risk of insolvency, illiquidity. 2. The State Bank shall be responsible for verifying, timely detecting cases that are in the risk of insolvency, illiquidity. 3. The State Bank shall consider, put a credit institution under special control where the credit institution falls in one of the following cases: a) Being in the risk of insolvency; b) Debts are irrecoverable resulting in the risk of illiquidity; c) Where the accumulated losses of the credit institution exceed 50% of the fair value of the charter capital and reserve funds stated in the latest audited financial statements; d) It is classified poorly in two consecutive years in accordance with provisions of the State Bank; dd) Failure to maintain the minimum capital adequacy ratio as provided for in point b, Paragraph 1 Article 130 of this Law in a constant year or the minimum capital adequacy ratio is lower than 4% in a period of 06 consecutive months. Article 147. Decision on the special control

1. The State Bank shall decide to put a credit institution under special control and establish a Special control Committee. 2. The decision on putting a credit institution under special control shall consist of following contents: a) Name of the credit institution to be put under special control; b) Reasons for the special control; c) Full name of members and specific responsibilities of the Special control Committee; d) Period of the special control. 3. The decision on special control shall be notified by the State Bank to competent state agencies and concerned bodies in the local area for coordination and implementation. 4. The State Bank shall provide in details for the disclosure of information about the special control to the credit institution. Article 148. Responsibilities, authorities of the Special control Committee 1. The Special control Committee shall have following responsibilities: a) To conduct the Board of Directors, Board of Members, Controllers Committee, General Director (Director) and equivalent titles of the credit institution which is put under special control to prepare a plan on the reinforcement of the organization and operation; b) To conduct and supervise the implementation of solutions mentioned in the plan on the reinforcement of the organization and operation that has already been approved by the Special Control Committee;

c) To report the State Bank on the operation situation, result of the realization of the plan on the reinforcement of the organization and operation. 2. The Special control Committee shall have following authorities: a) To suspend any activity that is not consistent with the approved plan on the reinforcement of organization and operation, activity that violates provisions on safety in banking activity, which may cause damage to the benefit of the depositors; b) To suspend, temporarily suspend the right to administer, manage, control the credit institution of any member of the Board of Directors, Board of Members, Controllers Committee; General Director (Director), Deputy General Director (Deputy Director) if it deems necessary; c) To ask the Board of Directors, Board of Members, General Director (Director) to remove, suspend from office any person who commits violation of laws, fails to observe the approved plan on the reinforcement of the organization, operation; d) To petition the State Bank for decision on the renewal or termination of the period of special control, special lending or termination of special lending to the credit institution, purchase of shares of the credit institution, liquidation, revocation of operation license of the credit institution, taking over, compulsory merger, integration, acquisition of the credit institution; dd) To require the credit institution to submit an application to the Court for opening bankruptcy procedures in accordance with provisions of laws on bankruptcy. 3. The Special control Committee shall be responsible for its decisions in the performance of the special control. Article 149. Competence of the State Bank to the credit institution which is put under special control 1. The State Bank shall decide the handling of the petition from the Special control Committee as stated in point d Paragraph 2 Article 148 of this Law.

2. The State Bank shall be entitled to require the owner to increase capital, prepare and realize the plan on restructuring or require the compulsory merger, integration, acquisition against the credit institution being under special control, if the owner is unable or fails to perform the capital increase. 3. The State Bank shall be entitled to, directly or by nominating another credit institution, contribute capital to, purchase shares from the credit institution being under special control in the event where the credit institution being under special control fails to perform the requirements of the State Bank as stipulated in Paragraph 2 of this Article or where the State Bank determines that the accumulated losses of the credit institution has exceeded the fair value of the charter capital and reserve funds of the credit institution being under special control as stated in the latest audited financial statements and the termination of operation of the credit institution being under special control may harm the credit institution system. 4. The capital contribution, share purchase as provided for in Paragraph 3 of this Article shall be implemented in accordance with provisions of the Prime Minister. Article 150. Responsibilities of the credit institution being under special control The Board of Directors, Board of Members, Controllers Committee, General Director (Director) of the credit institution being under special control shall have following responsibilities: 1. To prepare a plan on the reinforcement of the organization and operation of the credit institution and submit to the Special Control Committee for approval and realization of that plan; 2. To keep administering, controlling, managing the operation and ensuring the security for the assets of the credit institution, except for the case as stipulated in point b Paragraph 2 Article 148 of this Law;

3. To implement the requirements of the Special control Committee relating to the organization, administration, control, management of the credit institution as stated in points a, b, c and dd Paragraph 2 Article 148 of this Law; 4. To implement the requirements of the State Bank as provided for in Article 149 of this Law. Article 151. Special loan 1. A credit institution shall be entitled to a special loan from the State Bank and other credit institutions in following cases: a) The credit institution falls into the risk of insolvency which threatens the stability of the system of credit institutions; b) The credit institution is in the risk of insolvency due to other serious problems. 2. The special loan shall be prioritized in repayment to any other loans, including secured loans of the credit institution or shall be transformed as contributed capital, share capital at the relevant credit institution as stipulated in Article 149 of this Law. 3. The State Bank shall provide in details for the grant of special loan to the credit institutions. Article 152. Termination of special control 1. The State Bank shall decide the termination of special control against the credit institution in following cases: a) Operation of the credit institution resumes normal status; b) During the special control period, the credit institution is merged, integrated into another credit institution; c) The credit institution fails to recover its solvency.

2. The decision on the termination of special control shall be notified to the concerned organizations, individuals. 3. For the case where the special control is terminated in accordance with provisions in point c Paragraph 1 of this Article, the State Bank shall send a document on terminating the application of measures for recovering the solvency to the Court. Section 2 REORGANIZATION, DISSOLUTION, BANKRUPTCY, LIQUIDATION, BLOCKADE OF CAPITAL, ASSET Article 153. Reorganization of a credit institution 1. A credit institution shall be reorganized in the form of division, split, merger, integration, transformation of legal form after obtaining a written approval from the State Bank. 2. The State Bank shall provide in details for the condition, application file, sequences, procedures of approving the reorganization of the credit institution. Article 154. Dissolution of a credit institution, foreign banks branch A credit institution, foreign banks branch shall be dissolved in following cases: 1. They apply for dissolution on a voluntary basis if they are capable of making full payment for all the debts and obtain a written approval from the State Bank; 2. They do not apply for renewal or apply for renewal but fail to obtain the written approval from the State Bank at the expiry of the operation period; 3. The License is revoked. Article 155. Bankruptcy of a credit institution 1. After the State Bank has issued a dispatch on terminating the special control or dispatch on terminating the application of measures or dispatch on not applying

measures for recovering solvency, but the credit institution still goes bankrupt, that credit institution shall submit an application to the Court for opening procedures of declaring bankruptcy in accordance with provisions of laws on bankruptcy. 2. Upon receipt of the application for opening bankruptcy procedures from the credit institutions as stated in Paragraph 1 of this Article, the Court shall open procedures of declaring bankruptcy and promptly apply procedures of liquidating the credit institutions assets in accordance with provisions of laws on bankruptcy. Article 156. Liquidation of assets of a credit institution 1. In the event where a credit institution declares bankruptcy, the liquidation of assets of that credit institution shall be implemented in accordance with provisions of laws on bankruptcy. 2. In the dissolution in accordance with provisions in Article 154 of this Law, the credit institution shall be obliged to perform the liquidation of assets under the supervision of the State Bank and under the sequences, procedures of asset liquidation as provided for by the State Bank. 3. During the supervision over the liquidation of assets of the credit institution as stipulated in Paragraph 2 of this Article, if it is found out that the credit institution is unable to make full payment for the debts, the State Bank shall issue a decision on the termination of liquidation and request the credit institution to submit an application for opening bankruptcy procedures for the credit institution as stipulated in Article 155 of this Law. 4. The liquidated credit institution shall be responsible for making payment for any expenses relating to the asset liquidation. Article 157. Blockade of capital, assets of a foreign banks branch 1. Where it is necessary to protect the rights and interests of the depositors, the State Bank shall frozen partial or entire capital, assets of a foreign banks branch.

2. The State Bank shall provide in details for the cases of blockade, termination of blockade of capital and assets of the foreign banks branch. Chapter IX STATE MANAGEMENT AGENCY Article 158. State management agency 1. The Government shall unanimously carry out the state management in banking activity in the whole country. 2. The State Bank shall be responsible to the Government for performing the State management with regard to the organization, operation of credit institutions, foreign banks branches. 3. Ministries, ministerial-level agencies shall, within the scope of their

responsibilities, authorities, be responsible for the state management to the credit institutions, foreign banks branches in accordance with provisions of applicable laws. 4. Peoples Committee of all levels shall perform the state management to the credit institutions, foreign banks branches operating in the local area in line with provisions of applicable laws. Article 159. Competence of checking, inspection, supervision The State Bank shall perform the checking, inspection, supervision over the credit institutions, foreign banks branches, representative office in Vietnam of foreign credit institutions, other foreign organizations engaging in banking activity. Article 160. Rights, obligations of the subjects to be inspected, supervised 1. To supply, on a timely, full and accurate basis, information, materials upon request by the State Bank during the inspection, supervision process, at the same time, to be responsible for the accuracy, truthfulness of the supplied information, materials.

2. To report, explain in respect of the petition, recommendation, warning of risk and operating prudence of the State Bank. 3. To implement the petition, recommendation, warning of risk and operating prudence of the State Bank 4. To implement the inspecting conclusion, settlement decision of the State Bank. 5. Other rights, obligations in accordance with provisions of applicable laws. Chapter X IMPLEMENTATION PROVISIONS Article 161. Provisions on the transition 1. A credit institution, a foreign banks branch, representative office of a foreign credit institution, other foreign organizations engaging in banking activity which have already been established and operating under the License issued by the State Bank prior to the effectiveness of this Law shall not be required to apply for re-issuance of the License in accordance with provisions of this Law. 2. Within a period of 02 years since the effectiveness of this Law, the credit institutions, foreign banks branches which have already been established and operating under the License issued by the State Bank prior to the effectiveness of this Law shall be required to complete the adjustment to their organizational structure in conformity with provisions of this Law, except for the case as stipulated in Paragraphs 3, 4 and 5 in this Article. 3. Since the effective date of this Law, the election, appointment or supplement, replacement of members of the Board of Directors, members of the Board of Members, members of the Controllers Committee, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Branch Manager, Director of subsidiary companies and equivalent titles of a credit institution; the General Director (Director) of a foreign banks branch shall be implemented in line with provisions in Articles 33, 34, 43, 44, 48, 50, 51, 62, 66, 70 and 89 of this Law.

4. For the credit contracts which were signed before the effectiveness of this Law, the credit institution, foreign banks branch and their customers shall be authorized to continue the implementation in accordance with the concluded agreements until the expiry of the credit contract. Any amendment, supplement of the said credit contract shall only be implemented if the amended, supplemented content is suitable with provisions of this Law. 5. The State Bank shall provide specific guidance on the period, sequences, procedures of transition for credit institutions, foreign banks branches which are operating before the effective date of this Law and not conformable to provisions in Articles 55, 103, 110, 115, 129 and 135 of this Law. 6. Any micro-finance program, project of politic organizations, socio-politic organizations, non-government organizations, credit institutions which are being implemented before the effective date of this Law shall not be required to adjust the organization and operation in accordance with provisions of this Law. The Prime Minister shall provide in details for the operation of micro-finance programs, projects as stated in this Paragraph. 7. Since the effectiveness of this Law, any institution which is not a credit institution and is performing one or some banking activities shall be obliged to terminate immediately its banking activities, except for the case as provided for in Paragraph 6 of this Article. Article 162. Implementation effectiveness 1. This Law shall be effective from 01 January 2011. 2. The Law on Credit Institutions No.02/1997/QH10 and the Law on the amendment, supplement of several articles of the Law on Credit Institutions No.20/2004/QH10 shall cease their effectiveness since the effective date of this Law.

Article 163. Detailed provisions and implementation guidance The Government shall stipulate in details and provide guidance on the implementation of articles, paragraphs assigned in the Law; provide guidance on other necessary contents of this Law to satisfy the requirement of state management. -----------------------------------------------------------------------------------------------------------This Law has been adopted by the National Assembly of the Socialist Republic of Vietnam, 12th Legislature, 7th Session on 16 June 2010. Chairman of National Assembly of Vietnam NGUYEN PHU TRONG (Signed and sealed)