On October 4, 2002, the Government issued Decree No.79/2002/ND-CP on the organization and operation of financial companies, the State Bank hereby guides the implementation of a number of articles of the Decree within its jurisdiction as follows:

Section I. GENERAL PROVISIONS

1. Scope of regulation:

1.1. This Circular guides in detail a number of contents in the Government's Decree No. 79/2002/ND-CP of October 4, 2002 on the organization and operation of financial companies (hereinafter called Decree No. 79/2002/ND-CP for short).

1.2. The State Bank shall issue separate documents guiding the following contents related to the organization and operation of financial companies:

a) The Regulation on the Managing Board, controllers and managers;

b) The stipulations on criteria of professional ethics, professional qualifications, managerial capability of the Managing Board, the Control Board and the managers;

c) The regulation on shareholders, shares, share certificates and charter capital;

d) The regulation on opening and terminating the operation of, branches and representative offices;

e) The regulation on forfeiting and factoring activities.

2. Types of financial companies:

The financial companies constitute a type of non-bank credit institutions, being Vietnamese legal persons and practicing independent cost accounting. Financial companies are set up and operate in Vietnam in the following types:

2.1. State-run financial companies are financial companies invested with capital, set up and managed by the State. The State-run financial companies are set up and operate in Vietnam in two forms:

a) Financial companies under State corporations, with 100% of their charter capital supplied by the concerned State corporations.

b) Other State-run financial companies.

The granting of licenses for the establishment and operation of financial companies of these types shall comply with the separate guidance of the State Bank.

2.2. Joint-stock financial companies are the financial companies set up in form of joint-stock companies with their capital jointly contributed by organizations and individuals under the regulation of the State Bank and other provisions of law.

2.3. Financial companies attached to credit institutions are those set up by credit institutions with their own capital as the owners under the provisions of law, practicing independent cost accounting and having the legal person status.

2.4. Joint-venture financial companies are those set up with capital contributed by the Vietnamese party comprising one or many credit institutions and/or enterprises and the foreign party comprising one or many foreign credit institutions on the basis of joint-venture contracts.

2.5. Financial companies with 100% foreign capital are those set up with capital of one or many foreign credit institutions under the provisions of Vietnamese law.

3. Operation duration:

The operation duration of a financial company in Vietnam shall not exceed 50 years. In case of necessity to extend the operation duration, such must be approved by the State Bank. Each extension shall not exceed 50 years.

For financial companies under State corporations and financial companies attached to credit institutions, the operation duration must not exceed the operation duration of such State corporations or credit institutions.

4. Charter capital:

The charter capital of financial companies shall be contributed in the following forms:

4.1. In cash:

a) For the financial companies under State corporations, the financial companies attached to credit institutions and the joint-stock financial companies, the charter capital shall be contributed in Vietnam dong.

b) For financial companies with 100% foreign capital, the charter capital shall be contributed in US dollar.

c) For joint-venture financial companies: The foreign party shall contribute charter capital in US dollar and the Vietnamese party shall contribute charter capital in US dollar or Vietnam dong. In case of contribution in Vietnam dong, the contributed charter capital amounts must be converted into US dollar at the average exchange rate on the inter-bank foreign currency market between Vietnam dong and US dollar, announced by the State Bank at the time of contributing the capital.

4.2. In kind:

The charter capital contributed in kind must be assets with lawful papers proving the ownership rights and the necessary assets in direct service of operation of the financial companies. The valuation of and transfer of the ownership over the capital-contributing assets shall comply with the current provisions of Vietnamese law.

5. The capital contribution ratio, the transfer of contributed capital amounts and the division of profits of joint-venture financial companies and financial companies with 100% foreign capital:

5.1. Charter capital contribution ratio:

a) Capital contribution ratio: The ratio of charter capital contributed by the foreign party and the Vietnamese party in the joint-venture financial companies shall be agreed upon by the parties and approved by the State Bank. The capital amount contributed by the foreign party must not exceed 49% of the charter capital of a financial company.

b) The capital contribution ratios of the joint-venture financial companies and the financial companies with 100% foreign capital must be specified in the charters of the financial companies.

5.2. Transfer of contributed capital amounts:

a) The Vietnamese parties and the foreign parties in the joint-venture financial companies are entitled to transfer their contributed capital to other parties in the joint ventures, but must ensure the capital contribution ratio prescribed at Point 5.1. In case of transferring the contributed capital in excess of the prescribed level, the State Bank's approval is required.

b) Financial companies with 100% foreign capital are entitled to transfer their capital but must give priority to Vietnamese organizations.

c) The conditions on transfer of capital of joint-venture financial companies or financial companies with 100% foreign capital must be specified in the charters of the financial companies and must conform to the provisions of law.

d) All cases of transferring capital of joint-venture financial companies and financial companies with 100% foreign capital must be reported to the State Bank and shall take effect only after they are approved by the State Bank.

e) In cases where the transfer of capital of financial companies yields profits, the transferors must pay tax according to the provisions of Vietnamese law.

5.3. Division of profits and the sharing of risks:

Parties to the joint-venture financial companies shall divide profits and bear risks of the joint-venture financial companies according to their respective capital contribution ratios, except otherwise agreed upon by the parties and stipulated in the joint-venture contracts.

6. Interpretation of terms and phrases:

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

6.1. Foreign credit institutions means foreign banks or financial organizations or international financial organizations set up under foreign or international laws, which join in contribution of capital to joint-venture financial companies or financial companies with 100% foreign capital in Vietnam.

6.2. Legal capital means the minimum capital amount required by law for setting up a financial company.

6.3. Charter capital means the capital amounts contributed by organizations and individuals and recorded in the Charters of the financial companies.

6.4. The founding members mean organizations and/or individuals participating in the approval of the first Charter of a financial company.

6.5. Big shareholders mean individuals or organizations owning more than 10% of the charter capital or holding more than 10% of the voting equities at the financial companies.

Section II. REGULATIONS ON GRANTING OF LICENSES FOR ESTABLISHMENT AND OPERATION OF FINANCIAL COMPANIES

7. Conditions for financial companies to be granted establishment and operation licenses (hereinafter called licenses for short):

7.1. Wishing to operate in the geographical areas of application for operation;

7.2. Having enough legal capital prescribed in the Government's Decree No.82/1998/ND-CP of October 3, 1998 promulgating the list of legal capital levels for credit institutions, specifically as follows:

a) The legal capital of a State-run financial company, a joint-stock financial company or a financial company attached to a credit institution shall be VND 50 billion.

b) The legal capital of a joint-venture financial company, a financial company with 100% foreign capital shall be USD 5 million.

7.3. Their founding members are prestigious and financially capable organizations and/or individuals;

7.4. The administrators and manager have full civil act capacity and professional qualifications suitable to the operations of the financial companies and the regulations of the State Bank;

7.5. Having establishment and operation charter compliant with the Law on Credit Institutions, Decree No.79/2002/ND-CP and other provisions of law;

7.6. Having feasible business plans;

7.7. In addition to the above-mentioned conditions, the foreign parties to joint-venture financial companies or financial companies with 100% foreign capital must be:

a) Permitted by foreign competent agencies to conduct banking activities or operation of financial companies;

b) Permitted by foreign competent agencies to operate in Vietnam.

8. Dossiers of application for licenses

A dossier of application for license by financial companies shall include:

8.1. The application for the license:

a) For financial companies under State corporations, financial companies attached to credit institutions: It must be signed by the chairman of the Managing Board of the concerned State corporation or credit institution or by the person authorized by the chairman of the Managing Board of the State corporation or credit institution.

b) For joint-stock financial companies: It must be signed by the founding members or the authorized representative of the founding members' group.

c) For joint-venture financial companies, financial companies with 100% foreign capital: It must be signed by the representative at law or the person lawfully authorized by the capital-contributing parties.

8.2. The draft charter: The charter of a financial company must contain the following major details:

a) Name and head-office of the financial company;

b) The operation duration;

c) The operation contents and scope;

d) The charter capital and mode of capital contribution;

e) The procedures for electing, appointing and dismissing Managing Board members, the general director (director) and the Control Board;

f) Tasks and powers of the Managing Board, the Control Board and the general director (director);

g) The legal person representative of the financial company;

h) Rights and obligations of shareholders

i) The financial, accounting, inspecting and internally auditing principles;

j) Cases of dissolution and dissolution procedures;

k) Procedures for amending the charter.

8.3. Operation scheme: clearly stating the contents and modes of operation, areas of operation, benefits for the economy and determining the specific operation plan for the first three years.

8.4. The lists, curricula vitae, professional diplomas and certificates of the founding members, the Managing Board members, the Control Board members and the general director (director) of the financial company;

8.5. The plan for charter capital contribution, the list of charter capital-contributing parties and their commitments on the charter capital contribution levels;

8.6. The financial situation and information related to big shareholders. For big shareholders being enterprises, the to be- submitted dossiers shall include:

a) The founding decision;

b) The current charter;

c) The competent agency's written certification of the charter capital amount and the capital amount actually available in the current year;

d) Document on appointment of legal person representative of the enterprise;

e) The financial balance sheet, the profit and loss table already audited and the report on operation situation in the latest three years.

8.7. The provincial/municipal People's Committee's written approval of the place for locating the financial company's head-office.

9. The dossiers of application for license of a financial company under the State corporation:

Apart from the documents defined at Point 8, Section II of this Circular, the dossiers of application for license of a financial company under a State corporation shall also include the following documents:

9.1. The Prime Minister's principled approval of the establishment of the financial company of the State corporation.

9.2. The written approval of the establishment of the financial company under the State corporation, signed by the minister managing the technical-economic sector.

9.3. The State corporation's written approval of the source and level of charter capital allocated to the financial company under a State corporation.

10. The dossiers of application for license of financial companies attached to credit institutions:

In addition to the documents prescribed at Point 8, Section II of this Circular, the dossier of application for license of the financial companies attached to credit institutions shall also include the following documents:

10.1. The document signed by the chairman of the Managing Board of the credit institution or the person authorized by the Managing Board chairman regarding the source and level of charter capital allocated to the financial company.

10.2. Documents related to the credit institution being the owner, including:

a) The founding decision or establishment and operation license, the business registration certificate;

b) The current charter;

c) The State Bank's decision approving the charter capital;

d) The financial balance sheet, the profit and loss table already audited and the report on operation situation in the latest three years.

11. The dossier of application for license of joint-venture financial companies or financial companies with 100% foreign capital:

Apart from the documents prescribed at Point 8, Section II of this Circular, the dossier of application for license of a joint-venture financial company or a financial company with 100% foreign capital shall also include the following documents:

11.1. The charters of the capital-contributing parties;

11.2. The licenses of the capital-contributing parties;

11.3. The competent State agency's document permitting the foreign party to operate in Vietnam in form of joint-venture financial company or financial company with 100% foreign capital. Where the laws of the original country do not require this document, there must be evidence certification by the competent agency.

11.4. The financial balance sheet, the profit and loss table already audited and the report on operation situation in the latest three years of the capital-contributing parties;

11.5. The joint-venture contract for a joint-venture financial company shall contain the following principal details:

a) The name and address of the joint-venture financial company;

b) Names and addresses of representatives of the parties to the joint venture;

c) The operation duration of the joint venture;

d) The charter capital: The capital contribution ratio, the capital level contributed by each party, the plan on capital contribution, clearly stating the capital amount in foreign currency, in Vietnam dong, in kind (if any);

e) Rights and obligations of the parties;

f) The number and ratio of members of the Managing Board, the Control Board and the directorate of the parties to the joint venture;

g) The anticipated numbers of sections, boards, officials and employees of each party at the initial stage (the number of persons bearing the Vietnamese nationality, the number of persons bearing foreign nationality(ies);

h) The principles on accounting, book-keeping, reporting, establishment and use of funds, the division of profits and loss to the joint-venture parties;

i) The procedures for settling disputes between parties, which arise from the performance of the joint-venture contract, the procedures for liquidation, dissolution, merger and consolidation of joint-venture financial companies;

j) Conditions for amending and supplementing the joint-venture contract.

12. Submission of dossiers of application for license:

12.1. The dossiers of application for licenses of the financial companies under State corporations, the joint-stock financial companies and the financial companies attached to credit institutions:

The dossiers shall be made in 2 sets in Vietnamese. The documents in the dossiers must be the originals; in cases where they are copies, they must be certified by the agencies which have issued the originals or by the State Public Notaries.

12.2. The dossiers of application for licenses of the joint-venture financial companies and the financial companies with 100% foreign capital:

a) The dossiers shall be made in 2 sets, one in Vietnamese and one in English. The dossiers made overseas must be the originals or the copies certified by competent agencies.

b) The documents to be consularly legalized shall include: The foreign competent agency's paper permitting the foreign credit institution to conduct banking activities or operation of the financial company and the documents of the foreign competent agency permitting the foreign party to operate in Vietnam in form of joint-venture financial company or financial company with 100% foreign capital.

c) The Vietnamese copies and the translation from foreign languages into Vietnamese must be certified by Vietnamese Public Notaries or Vietnamese diplomatic missions or consulates overseas;

12.3. Organizations and individuals applying for licenses must send to the State Bank of Vietnam 2 sets of dossiers as provided for at Points 12.1 and 12.2. For the application for setting up joint-stock financial companies, the dossiers of application for licenses must be addressed to the State Bank's branches in provinces or centrally-run cities where the companies plan to locate their head-offices for consideration.

13. Certifying dossiers and time limit for consideration and granting of licenses:

13.1. After receiving the complete dossiers, the State Bank shall certify in writing the completeness of the dossier sets for the representatives of the capital-contributing parties.

13.2. The time limit for consideration and granting of licenses: Within 90 (ninety) days after receiving the complete dossiers of application for the licenses, the State Bank shall grant or refuse to grant licenses. In case of refusal to grant licenses, the State Bank must issue documents clearly stating the reasons therefor.

14. The establishment and operation licenses:

The licenses shall be granted by the State Bank in set forms, including:

14.1. The licenses for financial companies under State corporations, financial companies attached to credit institutions and joint-stock companies.

14.2. The licenses for joint-venture financial companies and financial companies with 100% foreign capital.

15. The licensing fees:

15.1. The fee level for each licensing (or license extension) for financial companies shall comply with the regulations of the Finance Ministry on collection, payment, management and use of charges and fees in the banking field.

15.2. Within 15 days after being granted licenses (or given license extension), the financial companies must pay fees into the accounts of the State Bank's Transaction Office or branches in the provinces or centrally-run cities where the companies locate their head-offices. The fee-payment vouchers must be photocopied and sent to the State Bank (the Department for Banks) for archival.

15.3. The fee amount prescribed at Point 15.1 above must not be deducted from the charter capital and shall not be refunded in any circumstances.

16. The transfer of charter capital of financial companies into frozen accounts:

16.1. At least 30 days before commencing their operation, the financial companies must:

a) Transfer the whole amount of charter capital contributed in cash into the frozen accounts without enjoying interests, which are opened at the State Bank's Transaction Office or branches in the provinces or centrally-run cities where the companies are headquartered, and get the written certification by the offices holding the frozen accounts. The written certification of the money amounts already remitted into the frozen accounts must be sent to the State Bank (the Department for Banks);

b) For the charter capital amounts contributed in kind, there must be document on transfer of the ownership over the assets contributed as capital to the financial companies according to the provisions of Vietnamese law.

16.2. After the inaugurating date, the financial companies shall have the money amounts released from the frozen accounts into their active accounts opened at the State Bank, commercial banks, foreign banks' branches or joint-venture banks operating in Vietnam.

17. Business registration:

17.1. After being licensed, the financial companies must make business registration strictly according to current law provisions on business registration;

17.2. The financial companies must send to the State Bank the originals or notarized copies of the business registration certificates.

18. Inauguration:

18.1. Within 12 months after being licensed, the financial companies must complete all the following necessary conditions for their inauguration:

a) Having charters approved by the State Bank;

b) Having business registration certificate;

c) Having the State Bank's written certification of full contribution of charter capital;

d) Having legal documents on the right to own or to use the head-offices of financial companies in Vietnam;

e) At least 30 days before the inauguration, having to publicize on Vietnamese-language dailies for 5 consecutive issues (at least one central daily and one local daily of the localities where they are headquartered), the notices on the following principal contents:

- The full and abbreviated names of the financial company;

- The address of the head-office, telephone and fax numbers....

- The charter capital;

- The contents, scope, area and time of operation;

- The serial number and date of issuing the license by the State Bank; the serial number and date of issuance of the business registration certificate, the name of the issuing agencies;

- The full names and nationalities of the chairman and members of the Managing Board, the Control Board and the executive general director (director);

- Other contents if they are deemed necessary;

- The estimated date of inauguration.

18.2. Within no more than 15 days before their inauguration, the financial companies must notify in writing the inaugurating dates to the State Bank, the business registering agencies, the People's Committees of the provinces or centrally- run cities where the financial companies are headquartered.

18.3. In special case of failure to commence operation as provided for at Point 18.1, within at least 30 days before the expiry of the inauguration time limit, the Managing Board chairman or the companies' authorized persons must send documents to the State Bank applying for the extension thereof. The duration of extension of the inauguration date shall not exceed 6 months.

18.4. Upon the expiry of the prescribed time limit or extension duration, if financial companies still fail to commence their operation, the State Bank shall withdraw the granted licenses and carry out the procedures to reimburse capital in the frozen accounts (if any) after subtracting the procedural fees according to regulations.

19. Withdrawing licenses:

19.1. The licensed financial companies may have their licenses withdrawn under the provisions in Clause 1, Article 29 of the Law on Credit Institutions.

19.2. The procedures and dossiers for withdrawal of the licenses of financial companies shall comply with the current law provisions and the guidance of the State Bank.

19.3. After having their licenses withdrawn, the financial companies must immediately terminate all operations inscribed in their licenses.

19.4. The decisions to revoke licenses shall be publicized by the State Bank on local newspapers in places where the companies are headquartered and central Vietnamese-language dailies for 3 consecutive issues.

20. Changes related to financial companies must be approved by the State Bank:

20.1. Financial companies must obtain written approval from the State Bank before changing one of the following points:

a) Names of the financial companies, the contents, scope and duration of their operation as well as their charters:

The dossiers of application for the State Bank's approval of changes in the financial companies' names, operation contents, scope and duration or charters shall include:

- The application for changes in the name, operation contents, scope and duration or charter, clearly stating the reasons and necessity for such changes;

- The decision of the financial company's Managing Board on the changes in the names, operation contents, scope and duration or charter.

Apart from the above-mentioned dossiers, the financial companies shall also have to submit to the State Bank the minutes of the shareholders' general assembly on the changes in the names, operation contents, scope and duration or charters of the financial companies.

b) The charter capital level:

The dossiers of application for the State Bank's approval of the financial companies' changes in their charter capital levels shall include:

- The application for change in the charter capital of a financial company;

- The decision of the Managing Board on the change in the charter capital level of the financial company.

- The certification by the State Bank's Transaction Office or branch in a province or centrally-run city where the financial company is headquartered of the charter capital increase amount deposited into the frozen account.

- Apart from the above-mentioned dossiers, the joint-stock financial companies shall also have to submit to the State Bank the following documents:

+ The minutes of the shareholders' general assembly on the changes in the charter capital levels;

+ The plan on the change in the charter capital level, already approved by the shareholders' general assembly;

+ The list and charter capital contribution ratios of big shareholders before and after the financial companies change the charter capital levels;

+ The application for purchase of shares of big shareholders;

+ Other relevant documents.

c) Places for locating head-offices, branches, representative offices:

A financial company's application for the State Bank's approval of the relocation of its head-office, branches and/or representative offices shall include:

- The document of the Managing Board chairman or authorized person, requesting the State Bank to approve the relocation of the head-office, branches and/or representative offices of the financial company (clearly stating the reasons and necessity for the transfer to new locations);

- The written approval by the People's Committee of the province or centrally-run city where the financial company applies for the relocation of its head-office, branches and/or representative offices;

- The legal documents on the right to own or to use the head-office, branches and/or representative offices of the financial company in Vietnam;

- The written approval by the director of the State Bank's branch in the province or centrally-run city where the financial company plans to locate its head-office, branches and/or representative offices.

- Apart from the above-mentioned dossiers, the joint-stock financial companies must also submit to the State Bank the minutes of the shareholders' general assembly on the relocation of their respective head-offices, branches and/or representative offices.

d) Transfer of registered shares in excess of the percentages prescribed by the State Bank;

e) The percentages of shares held by big shareholders;

f) Members of the Managing Boards, the general director (director) and members of the Control Board.

20.2. The order and procedures of application for the approval of changes mentioned at Point 20.1:

a) For joint-stock financial companies: The dossiers shall be made in 2 sets to be sent to the State Bank's branches in the provinces or centrally-run cities where the financial companies are headquartered. Within no more than 15 working days as from the date of receiving the complete dossiers, the State Bank's provincial/municipal branches must give their opinions in writing on the proposals for changes prescribed at Point 20.1 of the financial companies and to the State Bank (the Department for Banks) together with 1 set of dossiers of the financial companies.

b) For other financial companies: The dossiers shall be made in 1 set to be sent to the State Bank (the Department for Banks).

20.3. The procedures and dossiers of application for approval of changes mentioned at Points 20.1.d, 20.1.e, 20.1.f shall comply with the guidance of the State Bank.

20.4. After obtaining the State Bank's approval, the financial companies shall have to register with the competent State agencies the changes prescribed at Point 20.1 and to publicize on central and local newspapers as provided for by law.

21. Changes related to capital-contributing parties to financial companies must be notified to the State Bank:

21.1. Changes of Managing Board chairmen, the executive general directors (directors) of capital-contributing parties.

21.2. Changes of the names and/or addresses of capital-contributing parties.

21.3. Capital-contributing parties are divided, split up, merged, consolidated, dissolved or bankrupted.

Section III. ADMINISTRATION, MANAGEMENT, CONTROL AND ORGANIZATIONAL STRUCTURE

22. Administration, management and control:

22.1. The financial companies licensed by the State Bank shall have the Managing Boards, the Control Boards and the general directors (directors). In a financial company, the Managing Board functions to administer the company under the provisions of the Law on Credit Institutions and other provisions of law; the Control Board is tasked to inspect the financial operation of the company, supervise the observance of the accounting regime and operations of the inspecting and internal-auditing system of the company; the general director (director) shall be responsible before the Managing Board for managing daily activities according to his/her tasks and powers in compliance with the provisions of the Law on Credit Institutions and other provisions of law.

For financial companies attached to credit institutions, the administration and control of the companies shall be decided by the Managing Boards and the Control Boards of such credit institutions.

22.2. The election or removal from office, the appointment or dismissal, of chairmen and other members of the Managing Boards, the heads and other members of the Control Boards and/or the general directors (directors) of the financial companies shall comply with the provisions of law and the guidance of the State Bank.

22.3. The chairmen and other members of the Managing Boards, the heads and other members of the Control Board, the general directors (directors) of financial companies must be approved by the State Bank Governor.

While the general directors are not yet approved by the State Bank Governor, the chairmen and members of the Managing Boards and the heads as well as other members of the Control Boards shall be held fully responsible before law (before shareholders for the joint-stock financial companies) for all activities of the financial companies.

22.4. The specific tasks and powers of the members of the Managing Boards, the Control Boards and the general directors (directors) of the financial companies shall be prescribed by the State Bank.

23. The Managing Boards:

23.1. A Managing Board consists of at least 3 members but no more than 11 members. The number of the Managing Board members shall be decided by the capital-contributing parties or the shareholders' general assembly and prescribed in the charter.

For the Managing Board of a financial company under a State corporation and a financial company attached to a credit institution (if any), its members shall number from 3 to 5, depending on the development scale of the financial company.

23.2. The Managing Board members are persons who have prestige, professional ethics and knowledge about financial-banking operations, do not fall within the subjects defined in Article 40 of the Law on Credit Institutions and must strictly comply with the regulations of the State Bank.

23.3. The chairmen and members of the Managing Boards must not authorize persons who are not members of the Managing Boards to perform their tasks and exercise their powers. The Managing Board chairman must not participate in the Managing Board or in the management of other credit institution, except for cases where such institution is the affiliated company of the financial company.

23.4. The Managing Board chairmen must not concurrently be the general directors (directors) or deputy- general directors (deputy-directors) of the financial companies.

23.5. The term of office of a Managing Board member shall be between 2 and 5 years. The Managing Board chairmen and members can be re-elected.

24. The Control Board:

24.1. A Control Board consists of at least 3 members, of whom 1 is the head and at least 1 is a full-time member or must not concurrently undertake the task of managing the activities of the financial company. The number of members of the Control Board shall be prescribed in the Charter of the financial company.

24.2. The Control Board members must have university or higher degree in finance and/or banking, the professional ethics and do not fall within the subjects defined in Article 40 of the Law on Credit Institutions and must strictly abide by the regulations of the State Bank.

25. The general directors (directors):

The general directors (directors) and the deputy-general directors (deputy-directors) must not fall within the subjects prescribed in Article 40 of the Law on Credit Institutions, must have the university or higher degrees in economics, banking- finance, have worked for at least 5 years in the banking-finance sector, have capability to manage the financial companies as stipulated by the State Bank and must reside in Vietnam while they are in office.

26. Organizational structure of financial companies:

26.1. The opening, termination of operation of, branches, representative offices and the setting up of companies attached to financial companies shall comply with the provisions in Articles 14 and 15 of Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

26.2. The assisting apparatuses at the head-offices or branches of the financial companies shall include the offices, specialized and professional sections (boards) and transaction bureaus.

27. Division, separation, consolidation, redemption and dissolution:

The division, separation, consolidation, merger, redemption or dissolution of financial companies must be approved in writing by the State Bank.

Section IV. OPERATIONS OF FINANCIAL COMPANIES

28. General provisions on operation of financial companies:

The contents and scope of operations of financial companies in Vietnam are prescribed in Chapter III of Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

29. Capital mobilization:

The financial companies are entitled to mobilize capital as provided for in Article 17 of Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

30. Credit activities:

The financial companies shall be granted credits under the provisions in Articles 18, 19, 20 and 21 of Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

31. Opening accounts and treasure service

The financial companies are entitled to open deposit accounts at the State Bank and provide cashier services as provided for in Articles 22 and 23 of Decree No.79/2002/NP-CP and the guiding documents of the State Bank.

32. Other operations:

The financial companies are allowed to perform a number of other operations prescribed in Article 24 of Decree No.79/2002/ND-CP and the current law provisions.

33. Other operations must be permitted by competent State agencies:

The financial companies may perform operations prescribed in Article 25 of Decree No.79/2002/ND-CP after they are permitted by the State Bank or relevant State management agencies.

34. Restrictions to ensure safety:

The financial companies must observe the regulations on restrictions to ensure safety in operations in Articles 26, 27, 28, 29 and 30 of Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

Section V: FINANCE, ACCOUNTING AND REPORTING REGIME

35. Finance:

The fiscal year, the financial revenues and expenditures of the financial companies shall comply with Article 31 of Decree No.79/2002/ND-CP and the regulations of the Finance Ministry.

36. Accounting:

The financial companies' accounting must strictly comply with the provisions in Article 32 of Decree No.79/2002/ND-CP.

37. Appropriation and use of various funds

The appropriation, maintenance and use of funds of the financial companies shall comply with the provisions in Article 33 of Decree No.79/2002/ND-CP.

38. Transfer of profits abroad by foreign investors:

The foreign parties to financial companies may transfer abroad their divided profits and properties after the liquidation or termination of operation as provided for in Article 34 of Decree No.79/2002/ND-CP.

39. The financial reporting and auditing regime:

The financial companies must observe the financial reporting and auditing regime as provided for in Article 35 of Decree No.79/2002/ND-CP and the guidance of the State Bank.

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

40. Inspection:

The inspection of the operation of financial companies in Vietnam by the State Bank and the State Bank's Inspectorate shall comply with the provisions in Article 36 of Decree No.79/2002/ND-CP.

41. Special control, bankruptcy, dissolution and liquidation:

The special control, bankruptcy, dissolution and liquidation of financial companies shall comply with the provisions in Article 37 of Decree No. 79/2002/ND-CP and the current law provisions.

42. Commendation and handling of violations:

The commendation and handling of violations in the operations of financial companies shall comply with the provisions in Article 38 of Decree No. 79/2002/ND-CP and other current law provisions.

Section VII. IMPLEMENTATION PROVISIONS

43. The adjustment by the licensed financial companies:

43.1. Within 12 months as from the effective date of Decree No.79/2002/ND-CP, the financial companies which have been set up and operating under the operation licenses granted by the State Bank before the effective date of this Decree shall have to adjust their charters to conform to the provisions of Decree No.79/2002/ND-CP and relevant guiding documents.

43.2. The operation duration of financial companies shall comply with their granted licenses.

43.3. The financial companies shall not have to carry out procedures of application for re-granting of establishment and operation licenses.

The contents and scope of operations of financial companies in their granted licenses shall be supplemented and adjusted by the State Bank as provided for in Decree No.79/2002/ND-CP and the guiding documents of the State Bank.

44. Implementation effect:

This Circular takes implementation effect 15 days after its signing.

45. Organization of implementation:

The director of the Office, the director of the Department for Banks and Non-Bank Credit Institutions, the heads of the units under the State Bank, the directors of the State Bank's provincial/municipal branches, the chairmen of the Managing Boards, the general directors (directors) of the financial companies shall, within the scope of their powers and tasks, have to organize the implementation of this Circular.

For the State Bank Governor
Deputy-Governor
TRAN MINH TUAN