Thông tư 06/2002/TT-NHNN

CIRCULAR

GUIDING THE IMPLEMENTATION OF THE DECREE NO. 79/2002/ND-CP DATED 4 OCTOBER, 2002 OF THE GOVERNMENT “ON THE ORGANIZATION AND OPERATION OF FINANCE COMPANY”

On 4 October, 2002, the Government issued the Decree No. 79/2002/ND-CP “on the organization and operation of Finance Company”, the State Bank provides hereby the guidance for the implementation of several articles of the Decree within the scope of the State Bank’s authority as follows:

Section 1: GENERAL PROVISIONS

1. Governing scope

1.1 This Circular provides detailed guidance on some contents of the Decree No. 79/2002/ND-CP dated 4 October, 2002 of the Governor “on the organization and operation of Finance Company” (hereinafter referred to as the Decree No. 79/2002/ND-CP).

1.2 The State Bank shall provide the specific guidance on contents relating to the organization and operation of Finance Company as follows:

a. The Regulation on the Board of Directors, Controller and Manager;

b. Provisions on the standard of ethics and professional qualification, management capacities of the Board of Directors, the Controllers Committee and Executive Officer.

c. The Regulation on shareholders, stocks, share certificates and charter capital;

d. The Regulation on the opening and termination of operation of branches, representative offices;

e. The Regulation on the factoring;

2. Types of Finance Company:

A finance company is a type of non-bank credit institution, a Vietnamese legal entity, which performs the independent accounting. Finance companies shall be established and operate in Vietnam in following forms:

2.1. The State finance company is a finance company, which is invested, established, organized and managed by the State. The State finance company shall be established and operate in Vietnam in following two forms:

a. A subsidiary finance company of a State Corporation, which provides 100% of its charter capital.

b. Other State finance companies.

The issuance of establishment and operation license for those types of finance companies shall be performed in accordance with specific guidance of the State Bank.

2.2. A joint-stock finance company is a finance company, to which both organizations and individuals make capital contribution in accordance with provisions of the State Bank and other provisions of applicable laws and which is established in form of a joint stock company.

2.3. A subsidiary finance company of a credit institution is a finance company established and owned by a credit institution with its own capital in accordance with provisions of applicable laws, performs the independent accounting and possesses the legal personality.

2.4. A joint-venture finance company is a finance company established by contributed capital between the Vietnamese party including one or several Vietnamese credit institutions and enterprises and the foreign party including one or several foreign credit institutions and enterprises on the basis of a joint venture contract.

2.5. A finance company with 100% foreign invested capital is a finance company established with capital of one or several foreign credit institutions in accordance with provisions of Vietnamese laws.

3. Operating term:

The term of operation of a finance company in Vietnam shall not exceed 50 years. Any extension of the operating term shall be subject to the approval of the State Bank. Each extension shall not be in excess of 50 years.

For a subsidiary finance company of the State Corporation and subsidiary finance company of credit institutions, the term of operation shall not be in excess of the term of operation of the State Corporation and credit institution.

4. Charter capital:

The charter capital of a finance company shall be contributed in following forms:

4.1. In cash:

a. For a subsidiary finance company of the State Corporation and subsidiary finance company of credit institutions and joint-stock finance company, the charter capital shall be contributed in VND.

b. For a finance company with 100% foreign invested capital, the charter capital shall be contributed in USD.

c. For a joint-venture finance company: the foreign party shall make their charter capital contribution in USD, the Vietnamese party shall make their charter capital contribution in USD or VND. In case where capital contribution is made in VND, the amount of charter capital contribution shall be converted to US$ at the average exchange rate in the inter-bank foreign currency market between VND and USD announced by the State Bank at the time the capital contribution is made.

4.2. In kind

The charter capital which is contributed in kind must be an asset, for which there are legal documents evidencing the right of ownership and that the asset is necessary and directly used for the operation of the finance company. The valuation and ownership transfer of contributed assets shall be performed in accordance with current provisions of Vietnamese laws.

5. Proportion of charter capital contribution, transfer of contributed capital and profits distribution of a joint-venture finance company and finance company with 100% foreign invested capital:

5.1. Proportion of charter capital contribution:

a. The proportion of capital contribution: the proportion of charter capital contribution of the foreign party and the Vietnamese party to a joint-venture finance company shall be agreed upon by parties and approved by the State Bank. The capital contribution of the foreign party shall not be less than 49% of the charter capital of a finance company.

b. The proportion of a joint-venture finance company and a finance company with 100% foreign invested capital must be specifically set out in a Charter of a finance company.

5.2. Transfer of contributed capital:

a. The Vietnamese party and the foreign party of a joint-venture finance company shall be entitled to transfer their contributed capital to parties in the joint-venture, but the proportion of the charter capital contribution must be in accordance with point 5.1. In case where their transferred charter capital level exceeds the stipulated level, the transfer of contributed capital shall be upon approval of the State Bank.

b. A finance company with 100% foreign owned capital shall be entitled to transfer their contributed capital but the transfer priority must first be given to Vietnamese organizations.

c. Conditions of capital transfer of a joint-venture finance company and a finance company with 100% foreign owned capital must be specifically set out in the Charter of the finance company and in accordance with provisions of applicable laws.

d. All capital transfer of a joint-venture finance company and a finance company with 100% foreign invested capital must be reported to the State Bank and shall be only effective upon approval of the State Bank.

e. In case where the capital transfer of a Finance Companies results in profits, the transferor shall be subject to taxes in accordance with provisions of applicable laws of Vietnam.

5.3. Profits distribution and risks sharing level:

Parties to a joint venture finance company shall share the profits and assume the risks of the joint venture finance company at their capital contribution proportion, except for the case where other agreements are made by parties and provided for in a joint-venture finance company contract.

6. Interpretation

In this Circular, the following terms shall be construed as follows:

6.1. Foreign credit institutions shall be a bank, a foreign finance company or an international finance organization which is established under the foreign laws or international laws, makes capital contribution to joint-venture finance companies, finance companies with 100% foreign owned capital in Vietnam.

6.2. Legal capital shall be the minimum charter capital required by provisions of applicable laws to establish a finance company.

6.3. Charter capital shall be capital that is contributed by organizations, individuals and stated in the charter of a finance company.

6.4. Founding member shall be organizations which, individuals who have approved the first charter of a finance company.

6.5. Major shareholder shall be organizations which, individuals who own more than 10% of the charter capital or hold more than 10% of voting shares in a finance company.

Section 2. PROVISIONS FOR THE ISSUANCE OF ESTABLISHMENT AND OPERATION LICENCE OF A FINANCE COMPANY

7. Conditions for the issuance of the establishment and operation licence of a finance company (hereinafter referred to as licence) shall include:

7.1. Availability of requirements for the operation of the finance company in the location applied for;

7.2. Availability of sufficient legal capital in accordance with provisions of the Decree No. 82/1998/ND-CP dated 3 October, 1998 of the Government on the issuance of the list of legal capital for credit institutions, specifically as follows;

a. The legal capital of the State finance company, a joint-stock finance company, a subsidiary finance company of credit institutions shall be VND 50 billions.

b. The legal capital of a joint-venture finance company, a finance company with 100% foreign invested capital shall be USD 5 millions.

7.3. The founding members are organisations, individuals that have financial prestige and capability;

7.4. Administrators or executive officers possess full capability for civil acts and suitable professional qualifications suitable for the operation of the finance company and in accordance with provisions of the State Bank;

7.5. Availability of a Charter on organization and operation in accordance with provisions of the Law on Credit Institutions, the Decree No. 79/2002/ND-CP and other provisions of applicable laws;

7.6. Availability of feasible business plan.

7.7. Besides above mentioned conditions, the foreign party in the joint-venture finance company, finance company with 100% foreign invested capital are required to satisfy following conditions:

a. To be permitted by foreign competent agencies to carry out activities or finance company’s activities;

b. To be permitted by foreign competent agencies to operate in Vietnam.

8. Application file for the issuance of licence

Application file for the issuance of licence of a finance company shall comprise of:

8.1. An application for the issuance of the licence:

a. For finance companies, which are a subsidiary of the State Corporation, finance companies, which are a subsidiary of credit institutions: the application shall be signed by the Chairman of the Board of Directors of the State Corporation, credit institutions or the person authorized by the Chairman of the Board of Directors of the State Corporation, credit institutions (Appendix 1a and Appendix 1b).

b. For joint-stock finance companies: the application shall be signed by founding members or the representative(s) authorized by the founding members group (Appendix 1c).

c. For joint-venture finance companies, 100% foreign owned capital finance companies: the application shall be signed by the legal representative or lawfully authorized representative of parties making capital contribution (Appendix 1d).

8.2. Draft Charter: Charter of finance companies shall specify the following main contents:

a. Name and place where the head-office of a Finance Companies is to be located;

b. Duration of operation;

c. Contents and scope of business activities;

d. Charter capital and way of capital contribution;

dd. The mode of election, appointment and removal of members of the Board of Directors, General Directors (Directors) and Control Committee;

e. Assignment, authority of the Board of Directors, Control Committee and General Directors (Directors);

g. Legal representative of finance companies;

h. Rights and responsibilities of shareholders;

i. Principles of finance, accounting, inspection and internal audit;

k. Cases of dissolution and procedure of dissolution;

l. Procedures of Charter amendment.

8.3. Business plan: stating clearly contents, mode of business activities, location of business activities, economic benefits; and defining specific business activities for the first three years.

8.4. List, curriculum vitae (Appendix 2), and certificates evidencing the qualification and professional capability of the founding members, members of the Board of Directors, and the Controllers and the General Directors (Directors);

8.5. The schedule of charter capital contribution and a list and commitment of parties to the charter capital contribution;

8.6. Financial conditions and other relevant information relating to major shareholders;

a. Decision on the establishment;

b. Current Charter;

c. Confirmation of competent agencies on the charter capital and actual capital in current year;

d. Written authorization of the legal representative of the Company;

d. Audited balance sheets, profit and loss statements of the last three years;

8.7. Approval of People's Committees in provinces, cities under the central Government’s management in the location where the Head-office of a finance company is to be located.

9. Application file for the issuance of licence for finance companies, which are a subsidiary of the State Corporation:

In addition to the documents provided for in point 8, Section II of this Circular, the application for the establishment and operating license for finance companies, which are a subsidiary of the State Corporation shall be attached by following documents:

9.1 Written approval of principal by the Prime Minister of the establishment of finance companies, which are a subsidiary of the State Corporation.

9.2 Approval of the establishment of finance companies, which are a subsidiary of the State Corporation shall be signed by the respective line Minister.

9.3 Approval by the State Corporation on the source and level of the charter capital to be granted to the finance companies, which are a subsidiary of the State Corporation.

10. Application file for the issuance of licence for finance companies, which are a subsidiary of credit institutions:

In addition to the documents provided for in point 8, Section II of this Circular, the application for the issuance of license for finance companies, which are a subsidiary of credit institutions shall be attached by following documents:

10.1. Document signed by the Chairman of the Board of Directors or the person authorized by the Chairman of the Board of Directors on the source and level of the charter capital to be granted to the finance companies.

10.2. Legal documents relating to credit institutions, which are owners of a Finance Company shall include:

a. Decision on the establishment or establishment and operation licence, business registration certificate;

b. Current Charter;

c. Decision by the State Bank to approve the charter capital;

d. Audited balance sheets, profit and loss statements and operation reports of the last three years;

11. Application file for the issuance of licence for a joint-venture finance company and a finance company with 100% foreign invested capital:

In addition to the documents provided for in point 8, Section II of this Circular, the application for the issuance of license of the joint-venture finance companies, 100% foreign owned capital finance companies shall be attached by following documents:

11.1. Charters of parties making capital contribution;

11.2. Licences of parties making capital contribution;

11.3. Written document of the foreign competent authority permitting the foreign party to engage in business activities in Vietnam in form of joint-venture finance companies, 100% foreign owned capital finance companies. In case where this permission is not required by applicable laws of the foreign country, a certification of competent authorities to this extent must be available.

11.4. Audited balance sheets, profit and loss statements and operation reports of the most recent 3 years of parties which make capital contribution.

11.5. Joint-venture finance contract in case of a joint-venture finance company shall consist of following main contents:

a. Name, address of the joint-venture finance company;

b. Name, address, representatives of parties to the joint-venture;

c. Duration of operation of the joint-venture;

d. Charter capital: capital contribution ratio, level of capital contributed by each party, plan of capital contribution which states clearly capital amount contributed in foreign currency, in VND, in kind (if any);

e. Rights and responsibilities of parties;

g. Number and proportion of each party’s members in the Boards of Directors, Control Committee, Management Board of the joint-venture;

h. Planned number of departments and officer, staff from each party (the number of persons with Vietnamese citizenship and foreign citizenship);

i. Accounting, reporting principles and principles in respect of setting up funds and their usage, profit and loss distribution to parties in the joint-venture;

k. Procedures for disputes settlement between parties which arise from the implementation of joint-venture finance leasing contract; procedures in respect of liquidation, dissolution, amalgamation of the joint-venture Finance Companies.

l. Conditions for the amendment, supplement of the joint-venture finance leasing contract.

12. Submission of application file for licence

12.1. In respect of the file for the licence applied by finance companies, which are a subsidiary of the State Corporation, joint-stock finance companies, finance companies, which are a subsidiary of credit institutions:

The file shall be made in 02 copies in Vietnamese. Documents of the file shall be original ones. In case of copies, they must be supported by a certification of the authority that issued the original version or by a notarization of the State Public Notary;

12.2. In respect of the application file for the issuance of the licence to joint-venture finance companies and finance companies with 100% foreign invested capital:

a. The file shall be made in 02 copies, one in Vietnamese and one in English. The application file made in foreign country shall be the original or the copy, which is certified by the competent authority.

b. Documents which need legalization shall include: Licence issued by the foreign competent authority permitting foreign credit institutions to engage in banking activities or activities of finance company and written document issued by the foreign competent authority permitting the foreign party to operate in Vietnam in form of a joint-venture finance company or finance company with 100% foreign invested capital.

c. Vietnamese copies and translations from foreign languages into Vietnamese shall be certified by the Public Notary of Vietnam or by representative diplomatic agency, consulate agency of Vietnam in foreign countries;

12.3. Organisations, individuals applying for the license shall submit to the State Bank of Vietnam 02 sets of file in accordance with provisions of point 12.1 and 12.2. In respect of the application for the establishment of a joint-stock finance company, the application file for licence shall be sent to the State Bank branches in provinces, cities where the Head office of the company is to be located.

13. Certification for file and considering duration of licence issuance:

13.1. After receiving sufficient file, the State Bank shall certify in writing on the completeness of file to the representative of capital contribution party(ies).

13.2. Time limit for consideration and issuance of a licence: Within 90 (ninety) days from the receipt of complete application file for the licence, the State Bank of Vietnam shall issue or refuse the issuance of the licence. In case of refusal, the State Bank shall give a written explanation thereof.

14. The licence for the establishment and operation:

Licenses granted by the State Bank in a pro-forma form shall include:

14.1. Licence for finance companies, which are a subsidiary of the State Corporation, a subsidiary of credit institutions, and joint-stock finance companies (Appendix 3a);

14.2. Licence for joint-venture finance companies and finance companies with 100% foreign invested capital (Appendix 3b);

15. Licence fee

15.1. Fee level for each licence issuance (or licence extension) for finance companies shall comply with provisions of the Ministry of Finance on collection, payment, management and use of fee, charge in banking area.

15.2 Within 15 (fifteen) days from the date of licence issuance (or licence extension), finance companies which are granted (or extended) a licence shall be subject to payment of the fee to the account at the Banking Operation Department or the State Bank branches in provinces, cities where their head-office is located. Voucher on fee payment shall be duplicated and submitted to the State Bank (Banks Department) for archive.

15.3. Fee amount provided for in point 15.1 mentioned above shall not be deducted from the Charter capital and not be returned in any case.

16. The transfer of the Charter capital of a finance company to an escrow account

16.1. Within at least 30 days prior to the commencement of its operation, a finance company:

a. shall transfer the entire Charter capital contributed in cash to an interest-free escrow account opened at the Banking Operation Department or the State Bank branches in provinces, cities where its head-office is to be located and it must be certified in writing by the unit holding that account. The written certification on the amount paid to the escrow account shall be submitted to the State Bank (Banks Department);

b. A written document on the transfer of the ownership of contributed assets to the finance company, shall be made in respect of the charter capital contributed in kind, in accordance with provisions of applicable laws of Vietnam.

16.2. After the opening date for operation, the finance company shall be entitled to release the money from the escrow account and transfer it to its accounts opened at the State Bank, commercial banks, foreign bank branches or joint-venture banks operating in Vietnam.

17. Business registration:

17.1. After being granted the license, finance companies shall register their business in accordance with provisions of applicable laws on the business registration.

17.2. Finance companies shall submit to the State Bank the original business registration certificate or its notarized copy.

18. Opening for operation:

18.1. Within 12 (twelve) months from the issue date of the license, the finance company shall complete following required conditions for operation:

a. Availability of the charter which is approved by the State Bank of Vietnam;

b. Availability of the certificate of business registration;

c. Availability of the certificate of the State Bank on the complete contribution of charter capital.

d. Availability of the legal document certifying the ownership or the right to use the head office of the finance company in Vietnam.

e. At least 30 days prior to the opening date for operation, the finance company shall publish in 5 consecutive issues of daily newspapers in Vietnamese (at least a central and a local newspaper where its head office is located) for announcement of following main contents:

- Full and abbreviated name of the finance company;

- Address of head office; Telephone number, facsimile number....

- Charter capital;

- Contents, scope, location and duration of business operation;

- Serial number, date of the licence issued by the State Bank, serial number, date of the Certificate of business registration, name of the issuing agency;

- Name, nationality of Chairman and members of the Board of Directors, Controllers Committee and General Managers (Managers);

- Other contents if necessary;

- Expected opening date for operation.

18.2. 15 days prior to the commencement of operation at the latest, the finance company shall inform the State Bank, the business registration agency, People's Committee in provinces, cities where its head office is to be located of its opening date.

18.3. In special case where the commencement of the finance company's operation is not performed in accordance with provision in point 18.1, the Chairman of the Directors Board or the authorised person of the finance company shall submit a written application for the extension of the opening date to the State Bank 30 days prior to the expiry date of commencement for operation at the latest. The extension period of the opening for operation of the finance company shall not exceed 6 months at the maximum.

18.4. At the expiration of the stipulated time limit or the extension period, if the finance company has not yet commenced its operation, the State Bank shall revoke the issued licence and complete procedure for returning the capital deposited in the escrow account (if any) after deduction of the procedural fee in accordance with the applicable provisions.

19. Revocation of licence:

19.1. Operation licence of a finance company may be revoked in accordance with provisions in paragraph 1 Article 29 of the Law on the Credit Institutions.

19.2. Procedures, files for licence revocation of the finance company shall be performed in accordance with provisions of applicable laws and the guidance of the State Bank.

19.3. After licence revocation, finance company shall immediately terminate all business activities stated in the licence.

19.4. The State Bank shall announce the decision on the licence revocation in a local newspaper where the finance company's head office is located and in a central daily newspaper in Vietnamese in three consecutive issues.

20. Changes of finance companies must be approved by the State Bank:

20.1. Finance companies shall be approved in writing by the State Bank prior to their change in one of following issues:

a. Name, contents, scope, term of operation and Charter of a finance company;

The file of the finance company asking the State Bank for the acceptance to change its name, contents, scope and term of operation and the Charter shall include:

- The statement submitting for the change in name, contents, scope, term of operation and the Charter of the finance company, which clearly state the reason and the necessity of the change;

- The decision made by the Directors Board of the finance company on the change in name, content, scope, term of operation and the Charter of the finance company;

Besides above mentioned files, the joint stock finance company shall submit to the State Bank the minutes of the shareholders' meeting on the change in name, contents, scope, term of operation and the Charter of the finance company;

b. The level of charter capital;

The file of the finance company asking the State Bank for the acceptance to change its level of charter capital shall include:

- The application for the change in the level of charter capital of the finance company.

- The decision made by the Board of Directors on the change in the level of charter capital of the finance company.

- The certification on the incremental amount of charter capital which is deposited in the escrow account, issued by the Banking Operation Department or the State Bank branches in provinces, cities where the finance company's head office is located;

- In addition to above mentioned documents, the joint stock finance company shall submit to the State Bank the following supplemental documents:

+ The minutes of shareholders' meeting on the change in the level of charter capital

+ The plan for the change in the level of charter capital which has been passed by shareholders' meeting;

+ The list and the proportion of voting share of major shareholders before and after the change in the level of charter capital of the finance company;

+ The application for share acquisition of major shareholders;

+ Other relevant documents.

c. Location of the head office, branches, representative offices;

The file of the finance company asking the State Bank for the acceptance to change the location of its head office, branches and representative office shall include:

- Written document of the Chairman of the Board of Directors or authorized person requesting the State Bank for the acceptance to change the location of the head office, branches, representative offices of the finance company (which clearly states the necessity of the movement to new location);

- The written acceptance of People's Committee in provinces, cities where the finance company asks for the change in the location of the head office, branches and representative offices;

- Legal documents on the ownership or the right to use the head office, branches, representative offices of the finance company in Vietnam;

- Written acceptance of the Manager of the State Bank branches in provinces, cities where the finance company's head office, branches and representative offices are to be located.

- In addition to above mentioned documents, the joint stock finance company shall submit to the State Bank the minutes of shareholders' meeting on the change in the location of its head office, branches and representative offices.

d. Transfer of non-bearer shares, which exceeds the ratio stipulated by the State Bank;

e. Shares ratios of major shareholders;

g. Members of the Board of Directors, General Director (Director) and members of Controllers Committee .

20.2. Sequences and procedures for approval of changes provided for in point 20.1

a. In respect of joint stock: the file shall be made into 2 sets and submitted to the State Bank branches in provinces, cities where the finance company locates its head office. Within the maximum period of 15 working days from the date of receipt of complete files, the State Bank branches in provinces, cities shall give written opinion on requests for the changes as provided for in point 20.1 of the finance company and submit to the State Bank (banks department) enclosed with 1 set of file of the finance company.

b. In respect of other finance company: the file shall be made into one set and submitted to the State Bank (Banks Department).

20.3. Procedures, files for application for the acceptance of changes provided for in point 20.1.d, 20.1.e, 20.1.g shall be performed in accordance with guidance of the State Bank.

20.4. After being approved by the State Bank, the finance company shall register with the State competent authority changes provided for in point 20.1 and publish them in a central and a local newspaper in accordance with the provisions of applicable laws.

21. Changes relating to capital contributing parties of the finance company should be reported to the State Bank:

Within 30 days from the date where following changes are made, the joint stock finance company, joint venture finance company, finance company with 100% foreign invested capital shall inform the State Bank in writing of:

21.1. Changes of the Chairman of the Board of Directors, General Manager (Manager) of capital contributors.

21.2 Change in name and address of capital contributors.

21.3. The split, separation, merge, integration, dissolution and bankruptcy of capital to be made by capital contributing parties.

Section 3. MANAGEMENT, OPERATION, CONTROL AND ORGANIZATIONAL STRUCTURE

22. Management, operation and control

22.1. Finance companies licensed by the State Bank shall have the Board of Directors, Controllers Committee and the General Director (Director). In a finance company, the Board of Directors shall manage the company in accordance with provisions of Law on Credit Institutions and other provisions of applicable laws; the Controllers Committee shall be responsible for controlling finance activities of the company, supervising the compliance with the accounting regime and operation of the internal control and audit system of the company; The General Director (Director) shall be responsible before the Board of Directors for the management of daily activities under his assignment, authority in accordance with provisions of Law on Credit Institutions and other provisions of applicable laws.

For finance companies, which are a subsidiary of credit institutions, the management, control of companies shall be decided upon by the Board of Directors and the Controllers Committee of credit institutions.

22.2. Election or suspension, appointment or removal of the Chairman and other members of the Board of Directors, Head of the Controllers Committee and other members of Controllers Committee , the General Director (Director) of finance companies shall be performed in accordance with provisions of applicable laws and the guidance of the State Bank.

22.3. The Chairman and other members of the Board of Directors, Head of the Controllers Committee and other members of Controllers Committee , the General Director (Director) of a finance company shall be approved by the Governor of the State Bank.

During the time where the General Director (Director) has not yet been approved by the Governor of the State Bank, the Chairman of the Directors Board, members of Directors Board, Head of the Controllers Committee and its members shall be absolutely responsible before the law (shareholders in respect of joint stock finance companies) for all activities of the finance company.

22.4. Specific assignments, authority of members of the Board of Directors, Controllers Committee s and General Directors (Directors) of finance companies shall be provided for by the State Bank.

23. The Board of Directors:

23.1. The Board of Directors shall consist of at least 3 members and not exceed 11 members. Number of members in the Board of Directors shall be decided upon by capital contributors or by the shareholder's meeting and stipulated in the Charter.

In respect of finance companies that are a subsidiary of the State Corporation and finance companies that are a subsidiary of credit Institutions (if any), the number of members in the Board of Directors shall, depending on developmental level of those finance companies, be from 3 to 5 persons

23.2. Members of the Board of Directors shall be persons with professional prestige and ethics and having knowledge of banking-financial activities, and shall not be persons provided for in Article 40 of the Law on Credit Institutions and comply with the provisions of the State Bank.

23.3. Chairman and the members of the Board of Directors shall not be permitted to authorize any person who is not a member of the Board of Directors to perform his duties, authorities. Chairman of the Board of Directors shall not be entitled to take part in the Board of Directors or in the management of another credit institution, except for the case where the latter is a subsidiary of the company.

23.4. Chairman of the Board of Directors shall not concurrently be the General Director (Director) or Deputy General Director (Deputy Director) of the same finance company.

23.5. The term of a member of the Directors Board shall last from 2 to 5 years. Chairman and members of the Board of Directors may be re-appointed.

24. Controllers Committee :

24.1. The Controllers Committee shall have at least 3 members, of which one member is the Head of Committee and at least one member is a permanent member or a person who does not hold any executive position in the finance company. Number of the members of the Controllers Committee shall be stipulated in the Charter of the finance company.

24.2. Members of the Controllers Committee must hold a bachelor degree in banking or finance, possess the professional ethics and shall not be persons provided for in Article 40 of the Law on Credit Institutions and comply with provisions of the State Bank.

25. General Director (Director)

The General Director (Director), Deputy General Directors (Deputy Directors) shall not be persons provided for in Article 40 of the Law on Credit Institutions, and must hold at least a bachelor degree in economic, banking or finance, possess at least 5 years working experience in banking and finance area, have capability to manage a finance company in accordance with the provisions of the State Bank and reside in Vietnam during their term of office.

26. Organizational structure of finance companies

26.1. The opening, termination of operation of their branches, representative office and establishment of subsidiary company of finance companies shall be performed in accordance with provisions in Article 14, 15 of the Decree No. 79/2002/ND-CP and guiding documents of the State Bank.

26.2. Operational apparatus in the head office, branches of finance companies shall include: administrative office, operational divisions and transaction divisions.

27. The split, separation, integration, merger, acquisition, and dissolution

The split, separation, integration, merger, acquisition, and dissolution of finance companies shall be approved in writing by the State Bank.

Section 4. OPERATION OF FINANCE COMPANIES

28. General provisions on the operation of finance companies

Contents and scope of operation of finance companies in Vietnam are provided for in Chapter III, the Decree No. 79/2002/ND-CP and guiding documents of the State Bank.

29. Capital mobilization:

Finance companies shall be entitled to mobilise funds in accordance with provisions in Article 17, Decree NO. 79/2002/ND-CP and guiding documents of the State Bank.

30. Credit activity:

Finance companies shall be entitled to grant credit in accordance with provisions in Articles 18, 19, 20, 21 of the Decree No. 79/2002/ND-CP and guiding documents of the State Bank.

31. Opening of account and treasury service:

Finance companies shall be permitted to open a deposit account in the State Bank and carry out treasury services in accordance with provisions in Article 22, 23 of the Decree No. 79/2002/ND-CP and guiding documents of the State Bank.

32. Other operations:

Finance companies shall be permitted to conduct several other operations provided for in Article 24 of the Decree No. 79/2002/ND-CP and current provisions of applicable laws.

33. Operations must be accepted by the State competent agencies:

Finance companies shall be entitled to carry out operations stipulated in Article 25, Decree No. 79/2002/ND-CP after being permitted by the State Bank or the relevant State management agencies.

34. Prudential restrictions

Finance companies shall comply with provisions on the prudential restrictions for their operation provided for in Article 26, 27, 28, 29, 30 of the Decree No. 79/2002/ND-CP and guiding documents of the State Bank.

Section 5. FINANCE, ACCOUNTING AND REPORTING REGIME

33. Finance

Financial year, financial receipt and expenditure of finance companies shall be performed in accordance with Article 31, Decree No. 79/2002/ND-CP and provisions of the Ministry of Finance

34. Accounting

The accounting of finance companies shall be carried out under provisions in Article 32, Decree No. 79/2002/ND-CP.

35. The provisioning and use of funds

The provisioning, maintenance and use of funds of finance companies shall be performed in accordance with provisions in Article 33, Decree No. 79/2002/ND-CP.

38. Profit repatriation by foreign investors:

The foreign party in the finance company shall be entitled to repatriate abroad their distributed profits and the assets after liquidation or termination of operation in accordance with provision in Article 34, Decree No. 79/2002/ND-CP.

39. The regime of finance reporting, and auditing:

The finance company shall comply with the regime on finance reporting, auditing in accordance with provision in Article 35, Decree No. 79/2002/ND-CP and guiding documents of the State Bank

Section 6. INSPECTION, SPECIAL CONTROL, BANKRUPTCY, DISSOLUTION, AND LIQUIDATION

40. Inspection

The inspection by the State Bank of activities of finance companies in Vietnam shall be carried out in accordance with the provisions in Article 36, Decree No. 79/2002/ND-CP and of the State Bank Inspector.

41. The special control, bankruptcy, dissolution, and liquidation

The special control, bankruptcy, dissolution, and liquidation of finance companies shall be carried out in accordance with provisions in Article 37, Decree No. 79/2002/ND-CP and provisions of current laws;

42. Rewards, violation settlement

Rewards, violation settlement for finance companies' activities shall be performed in accordance with provisions in Article 38, Decree No. 79/2002/ND-CP and other provisions of current laws.

Section 7. IMPLEMENTING PROVISIONS

43. The adjustment for licenced finance companies:

43.1. Within 12 months from the effective date of Decree No. 79/2002/ND-CP finance companies which are established and operating under the operation licence granted by the State Bank before the effective date of this Decree shall adjust their charter in accordance with the provisions of the Decree No. 79/2002/ND-CP and related guiding documents.

43.2. Operation term of finance companies shall be applied in accordance with provision in the granted licence.

43.3. Finance companies shall not be subject to procedures for re-issuance of the licence of establishment and operation.

Operation contents and scope of finance companies stated in the granted licence shall be supplemented, adjusted by the State Bank in accordance with provisions in the Decree No. 79/2002/ND-CP and other guiding documents of the State Bank.

44. The effectiveness

This Decree shall be effective after 15 days from the date of signing

45. Organization of implementation

Head of Administrative Office, the Director of banks and non-bank credit institutions Department, Heads of the State Bank units, the General Managers of the State Bank branches in provinces, cities under the central government's management, Chairpersons of the Board of Directors, General Directors (Directors) of finance companies shall, within their authority, assignment, be responsible for the implementation of this Decision.