Laws of Vietnam

THE STATE BANK GOVERNOR

DECIDES:

Article 1.- To promulgate together with this Decision the Model Charter of the State - and people-run joint-stock commercial banks.

Article 2.- This Decision takes implementation effect 15 days after its signing and replaces the Model Charter of joint-stock commercial banks, issued together with Decision No.07/NH-QD of January 8, 1991 of the State Bank Governor.

Article 3.- Within 6 months as from the date this Decision takes implementation effect, the State - and people-run joint-stock commercial banks must base on the Model Charter of the State - and people-run joint-stock commercial banks, issued together with this Decision, to formulate their own charters and submit them to the State Bank Governor for approval.

Article 4.- The director of the Office, the director of the Department for Banks and Non-Bank Credit Institutions, the heads of units under the State Bank of Vietnam, the directors of the State Bank branches in the provinces or centrally-run cities, the chairmen and members of the Managing Boards, the heads and members of the Control Boards and the general directors (directors) of the State - and people-run joint-stock commercial banks shall have to implement this Decision.

For the State Bank Governor
Deputy Governor
TRAN MINH TUAN

JOINT-STOCK COMMERCIAL BANK

Foreword

Bank (full name) is the State - and people- run joint-stock commercial bank (hereinafter called the Bank for short), which is allowed to conduct banking operations and other relevant business activities under the provisions of law for profit-making purposes, contributing to the attainment of economic targets of the State. The Bank’s organization and operation shall comply with this Charter, the current regulations of the State Bank of Vietnam and other relevant law provisions.

This Charter is passed by the shareholders’ general meeting of the Bank on day… month… year 200..

Section I. DEFINITION OF TERMS USED IN THE CHARTER

Article 1.- Definition

a/ "Business area" means the geographical area inscribed in the State Bank’s permit, where the Bank is allowed to establish operation spots according to law provisions.

b/ "Charter capital" means the capital contributed by all shareholders and inscribed in this Charter.

c/ "Dividend" means an amount of money annually deducted from the Bank’s profits to pay to each share.

d/ "The Enterprise Law" means the Enterprise Law passed by the National Assembly of the Socialist Republic of Vietnam on June 12, 1999.

e/ "The founding date" means the date when the State Bank of Vietnam signs the decision to grant the founding and operation license to the Bank.

f/ "The founding shareholder" means the person participating in the adoption of the first Charter of the Bank.

g/ "Legislation" means all laws, ordinances, decrees, regulations, circulars, decisions and other legal documents, which are issued by Vietnamese State agencies in each period and related to banking activities.

h/ "The Credit Institution Law" means the Credit Institution Law passed by the National Assembly of the Socialist Republic of Vietnam on December 12, 1997.

i/ "Legal capital" means the minimum capital required by law for the establishment of the Bank.

j/ "Big shareholders" are organizations or individuals owning more than 10% of the charter capital or holding more than 10% of the stock capital of the Bank and having the voting right.

k/ "The executive board" means the executive board of the Bank composed of the general director (director), the deputy- general directors (deputy-directors) and the chief accountant of the Bank, who are appointed by the Bank’s Managing Board.

l/ "SB" means the State Bank of Vietnam.

m/ "Shares" mean the equal parts of the charter capital.

n/ "Share certificates" are certificates issued by the Bank to confirm the ownership of one or several shares of the Bank. The Bank’s shares may be the registered shares or the bearer shares as provided for by the Bank’s Charter.

o/ "Shareholder" means an organization or individual that owns one or several shares of the Bank and registers its/his/her name in the Bank’s shareholder registration book in the capacity of a holder of share(s).

p/ "Shareholder registration book" means a written document, an electronic data file or both. The shareholder registration book must contain principal details prescribed by the SB.

q/ "Operation duration" means the duration in which the Bank is allowed to conduct business activities according to law provisions, counting from the date it is granted the founding and operation permit by the SB. The Bank may extend its operation duration on the basis of the decision of the shareholders’ general meeting and the SB’s approval.

r/ "Vietnam" means the Socialist Republic of Vietnam.

2. In this Charter, any references to any regulations or legal documents shall also cover their amendments or replacing legal documents.

3. The headings introduced into this Charter only aim to facilitate the reference and do not affect the structure of this Charter.

Section II. NAME, ADDRESS AND OPERATION DURATION OF THE BANK

Article 2.- Name, address and operation duration of the Bank

Bank (full name), hereinafter called the Bank, is allowed to operate under the founding and operation permit No… of day… month… year…, granted by the SB Governor, and has:

1. The legal person statusunder the provisions of Vietnamese law.

2. The Bank’s name is [....] (full name and abbreviated name in Vietnamese).

The full name in English:

The abbreviated name in English:

2. The head-office is located at:

Telephone:

Fax:

Email (if any):

Website (if any):

4. Addresses and appellations of, and a number of information (if any) on, branches, representative offices, dependent companies.

5. Organization and operation charter, managerial and executive bodies.

6. The charter capital: (in numerals and words).

7. The own seal and own accounts opened at the SB and domestic as well as foreign banks according to the SB’s regulations.

8. The balance sheet of assets and assorted funds as prescribed by law.

9. The operation duration is... years.

Section III. THE OBJECTIVES, CONTENTS AND SCOPE OF OPERATION OF THE BANK

Article 3.- The objectives of the Bank

1. The Bank’s business field is...

2. The Bank’s objectives are...

3. Other objectives (if any) comply with the current law provisions and if any of these objectives needs the SB’s approval, the Bank may materialize that objective only after it is approved in writing by the SB.

Article 4.- Capital mobilization

The Bank shall mobilize capital in the following forms:

1. Taking deposits of organizations, individuals and other credit institutions in forms of demand deposit, time deposit and other types of deposit.

2. Issuing deposit certificates, bonds and other valuable papers in order to mobilize capital of domestic and foreign organizations and individuals when it is so approved by the SB Governor.

3. Borrowing capital of other credit institutions operating in Vietnam and of foreign credit institutions.

4. Making short-term borrowing of capital of the SB in form of capital reallocation.

5. Other forms of capital mobilization under the SB’s regulations.

Article 5.- Credit activities

The Bank shall grant credit to organizations and individuals in form of lending, discount of commercial bills and other valuable papers, guarantee, financial leasing and other forms prescribed by the SB.

Article 6.- Lending forms

The Bank shall lend capital to organizations and individuals in the following forms:

1. Short-term loan aiming to meet demand for capital for production, business, services and livelihood.

2. Medium- and long-term loans aiming to implement investment projects for the development of production, business, services and/or livelihood.

Article 7.- Loan consideration, approval , inspection and handling.

1. The Bank shall be entitled to request customers to supply documents proving their feasible economic plans, the financial capabilities of their own and of the guarantors before deciding to lend; entitled to terminate the lending, to recover debts ahead of time when detecting that customers have provided untruthful information or violated the credit contracts.

2. The Bank shall be entitled to handle the loan-securing properties of borrowers, the properties of guarantors in the performance of guarantee obligations in order to recover debts according to the provisions of the Government’s Decree on securing loans of credit institutions; to initiate lawsuits against the customers who have breached the credit contracts and the guarantors who have failed to perform or have improperly performed the guarantee obligations according to the provisions of law.

3. The Bank shall be entitled to exemption or reduction of lending interest rates, banking charges; to extend debt term; to buy and sell debts according to the SB’s regulations.

Article 8.- Guarantee

1. The Bank shall provide borrowing, payment, contract performance and/or bid guarantees and other forms of banking guarantee for credit institutions and individuals under the SB’s regulations.

2. The Bank shall be allowed to make international payments, to provide borrowing, payment and other banking guarantees in which the guarantees are foreign individuals according to the SB’s regulations.

Article 9.- Discount, rediscount, pledge of commercial bills and other short-term valuable papers

1. The Bank may provide credit in form of discount of commercial bills and other short-term valuable papers according to current law provisions. The owners of commercial bills and other short-term valuable papers must immediately transfer all legitimate rights and interests arising from such papers to the Bank.

2. The Bank may provide credit in form of pledge of commercial bills and other short-term valuable papers according to current law provisions. The Bank shall be entitled to effect the arising legitimate rights and interests in cases where the owners of such papers fail to fulfill the commitments in the credit contracts.

3. The Bank may rediscount or pledge commercial bills and other short-term papers for other credit institutions according to current law provisions.

4. The Bank may be given rediscount and loans by the State Bank on the basis of pledging of already discounted commercial bills and other short-term valuable papers according to current law provisions.

Article 10.- Financial leasing company

The Bank must establish the financial leasing company when carrying out the financial leasing activities.

Article 11.- The Bank’s deposit accounts

1. The Bank shall open a deposit account at the SB ( the Transaction Bureau or a branch of the SB in a province or city) in the locality where the Bank bases its head- office, and maintain therein the compulsory reserve deposit balance according to the SB’s regulations;

2. The Bank’s branches shall open deposit accounts at the SB’s branches in the provinces or centrally- run cities where its transaction bureaus or branches are headquartered.

3. The Bank shall open accounts for domestic and foreign customers according to law provisions.

Article 12.- The payment and treasury services

1. The Bank shall provide the following payment and treasury services:

a/ Supplying payment instruments.

b/ Providing domestic payment services for customers.

c/ Providing services on entrusted collection and entrusted spending.

d/ Providing other payment services under the SB’s regulations.

e/ Providing international payment service when so permitted by the SB.

f/ Providing services on cash collection and distribution for customers.

2. The Bank shall organize the internal payment system and participate in the domestic inter-bank payment system. It may participate in the international payment systems when so permitted by the SB.

Article 13.- Other activities

The Bank shall carry out the following other activities:

1. Using the charter capital and reserve fund to contribute capital to or buy shares of enterprises and other credit institutions according to law provisions.

2. Contributing capital with foreign credit institutions for the setting up of joint-venture credit institution(s) in Vietnam according to the Government’s regulations on organization and operation of foreign credit institutions in Vietnam.

3. Participating in the monetary market according to the SB’s regulations.

4. Dealing in foreign exchanges and gold on domestic and international markets when so permitted by the SB.

5. Being entitled to entrust and to be entrusted, to act as agent in domains related to banking activities, including the management of assets and/or investment capital of domestic and foreign organizations and individuals under entrustment and agency contracts.

6. Providing insurance services; being entitled to set up dependent companies or joint ventures to conduct insurance business under the provisions of law.

7. Providing the services on:

a/ Financial and monetary consultancy for customers directly or through dependent companies set up under the provisions of law.

b/ Keeping precious objects and valuable papers, leasing cabinets and safes, taking pawns and other services as provided for by law.

8. Setting up dependent companies to conduct business activities related to banking operations under the provisions of law.

Article 14.- Real estates

The Bank shall not be allowed to directly deal in real estates.

Article 15.- Safety rate

In the course of operation, the Bank must abide by the regulations on ensuring safety according to the provisions in Section V, Chapter II of the Credit Institution Law and the regulation of the SB; classify the "credit" assets and make deductions to set up risk reserve in order to handle risks in banking activities according to current law provisions.

Section IV. CHARTER CAPITAL AND WORKING CAPITAL

Article 16.- Charter capital

1. The charter capital shall be accounted in Vietnam dong (VND).

2. The Bank must ensure that the level of actual charter capital is not lower than the legal capital level as provided for by law.

3. The Bank must not use charter capital and funds to buy shares of, or contribute capital to, shareholders of the very Bank.

4. The charter capital shall be used for the purposes of:

a/ Buying, investing in fixed assets of the Bank not beyond the rates prescribed by the SB.

b/ Contributing capital, buying shares under the SB’s regulations;

c/ Setting up dependent companies according to law provisions;

d/ Providing loans;

e/ Dealing in other services according to law provisions.

Article 17.- Changing the charter capital

1. The change in the Bank’s charter capital (increase or decrease) must be made on the basis of the decision of the shareholders’ general meeting and approved in writing by the SB before the change in charter capital is effected strictly according to current law provisions.

2. The order, procedures and dossiers of application for approval of changes in charter capital shall comply with the SB’s regulations.

3. After making a change in its charter capital according to the SB’s written approval, the Bank must register with the competent State agency its new charter capital and forward the competent State agency’s written certification of the registered charter capital amount (the copy certified by the Notary Public) to the SB, and at the same time publish on central and/or local newspapers its new charter capital amount as provided for by law.

4. The Bank’s Managing Board must take responsibility before law for the appraisal of dossiers, procedures and conditions for the approval of capital contributions by shareholders according to the requirements prescribed by the SB and the Bank’s Charter.

Article 18.- The Bank’s working capital shall include the following sources:

1. The Bank’s charter capital;

2. The difference amounts brought about by the re-evaluation of assets, exchange rate differences;

3. The charter capital- supplementing reserve fund, the operational development investment fund, the financial reserve fund, the severance allowance reserve fund, the reward fund, the welfare fund;

4. Capital mobilized in the forms prescribed in Article 4 of this Charter;

5. Retained profits not yet distributed;

6. Financial support capital, entrusted investment capital to lend under specific-purpose programs, projects, assigned by the Government;

7. Capital of other sorts as prescribed by law.

Section V.- SHARE, SHARE CERTIFICATE, SHAREHOLDER, BIG SHAREHOLDER, FOUNDING SHAREHOLDER

Article 19.- Share, shareholder

1. The Bank must have at least 35 shareholders (or at least 25 shareholders in cases where the Bank operates in the rural domain), among whom there must be shareholders being State enterprises or joint-stock companies (with the State enterprises’ contributed capital representing more than 30% of the charter capital). Foreign organizations and individuals can buy shares of the Bank only when so permitted by the State Bank.

2. Types of share, shareholder:

a/ The Bank has the ordinary shares and the owners of the ordinary shares are called ordinary shareholders. Ordinary shares cannot be converted into voting preference shares.

b/ The Bank may have the voting preference shares and the owners of the voting preference shares are called voting preference shareholders. Only the founding shareholders have the right to hold the voting preference shares. The voting preference of the founding shareholders shall be effective for only 3 (three) years counting from the date the Bank is granted the business registration certificate. After that duration, the voting preference shares of the founding shareholders shall be converted into the ordinary shares. The voting preference share is a share which has [ ] more votes than a ordinary share. The number of votes of a voting preference share (if any) shall comply with the provisions in Article 25 of this Charter. The shareholders owning the voting preference shares must not assign such shares to other persons. The voting preference shares can be converted into the ordinary shares by decisions of the shareholders’ general meeting.

3. The Bank’s shares can be bought in Vietnamese currency, freely convertible foreign currencies, gold, land use right value and other assets prescribed in the Bank’s Charter and in various law provisions.

4. Where capital is contributed with the land use right value and assets other than Vietnamese currency, freely convertible foreign currencies and/or gold, they must be essential assets practically in direct service of the Bank’s operation and must be approved by the shareholders’ general meeting. The valuation and transfer of the land use right and the ownership over such assets must comply with the provisions in Articles 22 and 23 of the Enterprise Law and relevant law provisions.

5. The Managing Board shall decide on the share offer price. The share offer price must not be lower than the share’s par value at the time of sale offer.

The Bank’s Charter may provide: After the Bank makes business registration of any new common shares expected to be issued it shall make sale offer first of all to shareholders according to proportion equivalent to the number of corresponding shares they are holding. The sale offer shall be made with a notice clearly stating the number of shares to be offered and the time limit (no less than fifteen days) for accepting the offer. Any shares not accepted under such offer notice shall fall under the handling jurisdiction of the Managing Board. The Managing Board may distribute the rights to buy such shares to subjects according to the conditions and methods which the Managing Board deems appropriate provided that such shares must not be offered under conditions more favorable than the conditions already offered to the shareholders, except otherwise decided by the shareholders’ general meeting.

Article 20.- Share ownership limits

1. A State enterprise and the companies where such State enterprise holds 50% or more of the charter capital of the enterprise must not co-own a number of shares exceeding 40% of the Bank’s charter capital.

2. For shareholders being not State enterprises: An organization and its representative or a company and its dependent companies having the legal person status may own a number of shares not exceeding 30% of the Bank’s charter capital.

3. Shareholders being individuals may own a number of shares representing not more than 15% of the Bank’s charter capital.

4. The individual shareholders and concerned persons in their families ( fathers, mothers, spouses, offspring, siblings) may own a number of shares representing not more than 30% of the Bank’s charter capital.

5. If in a family there has already been a person representing the capital portion of a shareholder being a legal person that contributes capital to the Bank, the total number of shares owned by the remaining family members must be lower than 20% of the Bank’s charter capital.

Article 21.- Share certificate

1. The Bank’s share certificate shall contain the following major information:

a/ Name and head-office of the Bank;

b/ The serial number and issuing date of the founding and operation permit;

c/ The volume of shares and types of share;

d/ The par value of each share and the total par value of the shares inscribed in the share certificate;

e/ The shareholder’s name (for registered shares);

f/ The summary of the procedures for transfer of share certificates;

g/ The specimen signature of the Bank’s representative at law and its seal;

h/ The registration number in the shareholders registration book and the date of issuing the share certificate; and

i/ For the certificates of the voting preference shares, apart from the above-mentioned information, they must also be inscribed with the voting level and the time limit of the voting preference under the provisions of this Charter.

2. Each shareholder shall be provided with certificates by the Bank according to each type of share in order to acknowledge the contributed capital amount.

3. Each granted certificate must not acknowledge many types of share.

4. Under the provisions of this Charter, anyone whose name is inscribed in the shareholder registration book related to any type of share shall be granted free of charge a certificate after buying or accepting the transferred shares within 30 days (or longer according to the regulations of the issuance terms or of the Managing Board on the transfer). The shares owned by members of the Managing Board, the Control Board and big shareholders, founding shareholders as well as foreign shareholders must be registered.

5. Where only a number of shares already registered in a share certificate are transferred, the old share certificate shall be annulled and a new share certificate acknowledging the remaining number of shares shall be granted free of charge.

6. The Bank may manage share certificates for shareholders or grant share certificates at shareholders’ requests. Where a registered share certificate is lost, burned or otherwise destroyed, the shareholder must immediately report thereon and propose the Bank to grant another share certificate and has to pay fee according to the Bank’s regulations.

7. The bearer share holders are the only one to bear the responsibility for the safe management of share certificates and the Bank shall not bear any liability for the loss or fraudulent use of share certificates.

8. The Bank’s share certificates must not be used for pledge at the very Bank which has issued such certificates.

9. Within 30 days as from the date of commencing its operation (for newly established banks) or from the date of registering with the competent State agency the new charter capital level (for operating banks), the Bank must issue new share certificates to the shareholders.

Article 22.- Transfer of shares

1. Shareholders’ registered shares or bearer shares are considered having already been transferred when the details prescribed in Article 24 of this Charter are fully inscribed in the shareholder registration book.

2. The total transfer level of registered shares ( as from the latest transfer registered at the State Bank) in excess of 20% of the charter capital and the change in the proportion of big shareholders’ shares must be approved by the State Bank.

3. The founding shareholders’ ordinary shares can be transferred to persons other than shareholders if it is so approved by the shareholders’ general meeting and it must ensure that within three years as from the date the Bank is granted the business registration certificate, the founding shareholders must hold at least 20% of the number of ordinary shares offered for sale. The founding shareholders who plan to transfer their shares shall not be allowed to vote on the transfer of such shares.

4. The transfer of registered and bearer shares shall be based on the provisions of the Law on Credit Institutions and the provisions guiding the implementation thereof. The transfer shall be established in written form specified by the Managing Board. The transfer document must be signed by the transferor and the transferee or their lawfully authorized representatives. Shares have been already transferred when the details at Point d, Clause 1, Article 24 of this Charter are accurately and fully inscribed in the shareholder registration book; as from that time, the share transferees are recognized as shareholders of the Bank.

5. The order and procedures of application for change in registered shares of shareholders shall comply with the regulation of the SB.

6. Where a shareholder dies, his/her interests and responsibilities shall be settled according to the legislation on inheritance.

7. The Bank must abide by the regulations on posting up the issuance of shares at the Securities Trading Centers according to the regulations of the SB, the regulations of the State Securities Commission, the Bank’s Charter and the current relevant law provisions.

Section VI. AGENCIES AND MECHANISM FOR PARTICIPATION IN DECISION MAKING

Article 23.- Agencies

The Bank’s agencies shall include:

a/ The shareholders’ general meeting;

b/ The Managing Board;

c/ The Control Board;

d/ The general director.

Section VII. SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETING

Article 24.- Shareholder registration book

1. The Bank must compile and keep the shareholder registration book as from the time it is granted the founding and operation permit. The shareholder registration book may be in form of document, electronic data file or both. The shareholder registration book must contain the following major details:

a/ Name and headquarter of the Bank;

b/ The total number of shares entitled to sale offer, types of share entitled to sale offer and the number of shares of each type entitled to sale offer;

c/ The development of the total sold shares of each type and the value of contributed stock capital; and

d/ Shareholders’ names, addresses, the number of shares of each type of each shareholder, the total number of shares of each shareholder, the date of registering shares.

2. The shareholder registration book must be kept at the Bank’s head-office. Once every 6 months, the Bank must report in writing to the SB branch in the locality where the Bank is headquartered on change, if any, in one of the details mentioned in Clause 1 of this Article.

Article 25.- Rights of shareholders

1. Shareholders are the Bank’s owners and have rights and obligations corresponding to the number of shares and types of share they own.

2. The holders of ordinary shares shall have the following rights:

a/ To attend shareholders’ general meeting and vote on all issues falling under the shareholders’ general meeting jurisdiction; to stand for and nominate members of the Managing Board, members of the Control Board (if the minimum number of shares is adequate as prescribed by the Bank’s Charter). Each ordinary share has one vote;

b/ To receive dividends at the levels decided by the shareholders’ general meeting;

c/ To be given priority in the purchase of new shares when the Bank increases its charter capital according to the rate of the existing number of shares of each shareholder. The sale offer of new shares shall be made with a sale offer notice stating the number of shares offered for sale and the purchase-accepting time (not less than 15 days). Where shareholders refuse to buy new shares, the Managing Board may offer those new shares for sale to other appropriate people under proper conditions and methods, which, however, must not be more favorable than the previous conditions offered to shareholders;

d/ To transfer shares according to the provisions in the Bank’s Charter and in accordance with the SB’s regulations;

e/ To receive information on the situation of the Bank’s operation according to the provisions in the Bank’s Charter;

f/ To authorize in writing other persons to directly attend the shareholders’ general meeting according to the Bank’s Charter; the authorized persons must not re-authorize other persons and must not stand for election in their own capacity;

g/ When the Bank dissolves or goes bankrupt, to receive a part of the remaining assets corresponding to the number of shares contributed to the Bank according to the law provisions on dissolution or bankruptcy;

h/ Other rights prescribed by law and the Bank’s Charter.

[To fill in the rights for preference shares with voting power].

3. Big shareholders or groups of shareholders owning more than 10% of the number of ordinary shares for at least six months in a row or a smaller percentages prescribed by the Bank’s Charter shall have the following additional rights:

a/ To nominate persons into the Managing Board and the Control Board;

b/ To request the convention of shareholders’ general meeting;

c/ To look at and receive the copy or the extract of the list of shareholders having the right to attend the shareholders’ general meeting; and

d/ Other rights under this Charter of the Bank, which, however, must conform to the provisions of law.

4. The founding shareholders shall have the following rights:

a/ In the first three years as from the date the Bank is granted the business registration certificate, the founding shareholders must jointly hold at least 20% of the number of ordinary shares entitled to sale offer; the ordinary shares of the founding shareholders can be transferred to persons other than shareholders if it is so approved by the shareholders’ general meeting. The founding shareholders who plan to transfer their shares shall not be entitled to vote on the transfer of such shares;

b/ After three years, the restrictions prescribed at Point a of this Clause on the ordinary shares of the founding shareholders shall all be cancelled.

Article 26.- Obligations of shareholders

The shareholders shall have the following obligations:

1. To buy all the shares already committed and take responsibility before law for the legality of the capital sources for share purchase;

2. To abide by the Charter and internal management regulations of the Bank;

3. To abide by the decisions of the shareholders’ general meeting and the Managing Board;

4. To be accountable for all debts and other property obligations of the Bank within the contributed capital limit;

5. Not to withdraw stock capital in any form;

6. To fulfill other obligations prescribed by the Bank’s Charter, which, however, must conform to law provisions.

Article 27.- Shareholders’ annual general meeting

1. The shareholders’ general meeting is the supreme power body of the Bank and can be attended by all shareholders on the list of registered shareholders’. The shareholders’ annual geneval meeting is held once every year and the interval between two annual general meetings shall not exceed 15 months.

2. The shareholders’ annual general meeting shall be convened and organized in Vietnam by the Managing Board; the specific venue therefor shall be decided by the Managing Board based on the practical situation. The shareholders’ annual general meeting shall decide on issues falling within the tasks and powers prescribed by law and this Charter. The independent auditors shall attend the shareholders’ annual general meeting to advise on the adoption of annual financial reports.

Article 28.- Shareholders’ extraordinary general meeting

1. The Managing Board shall convene the shareholders’ extraordinary general meetings in the following cases:

a/ The Managing Board deems it necessary for the interests of the Bank. The shareholders’ general meeting shall be considered necessary to be convened if the independent auditors realize that the meeting is necessary for the discussion of auditing reports or the financial status of the Bank, and notify such to the Managing Board.

b/ The Bank’s financial status shows that the Bank falls into the state of special control under the provisions of the Credit Institution Law and the regulations of the SB.

c/ When the number of Managing Board members or the number of Control Board members is smaller than two-thirds of the total number of members prescribed in the Bank’s Charter or below the minimum number of members as provided for by the Bank’s Charter;

d/ Big shareholders or groups of shareholders owning more than 10% of the number of ordinary shares for at least six months in a row or other smaller percentages as provided for by the Bank’s Charter request in writing the convention of the general meeting, clearly stating the reasons and objectives of the meeting (the written request should be signed by concerned shareholders);

e/ The Control Board requests the convention of the meeting if it has reasons to believe that the Managing Board has seriously violated the manager’s obligations as provided for in Article 86 of the Enterprise Law or the Managing Board has issued decisions ultra vires.

f/ At the proposal of the director of the SB branch in the province or city where the Bank is headquartered.

2. The Managing Board must convene the shareholders’ general meeting within 30 days as from the date of receiving one of the requests or the date when one of the events prescribed in Clause 1 of this Article occurs.

3. Where the Managing Board does not convene the shareholders’ general meeting, the Control Board shall convene it according to the provisions of law;

4. Where the Control Board does not convene the shareholders’ general meeting, the requesting big shareholders of shareholders’ groups prescribed at Point d, Clause 1 of this Article may replace the Managing Board or the Control Board in convening the shareholders’ general meeting according to the provisions of law.

5. All necessary expenses for convening and conducting a general meeting of shareholders shall be paid by the Bank, which, for the purpose of transparency, shall not include the expenses incurred by the shareholders to attend the shareholders’ general meeting, such as expenses for meals, accommodation and travel as well as other relevant expenses.

Article 29.- The powers and tasks of the shareholders’ general meeting

1. The shareholders’ general meeting shall have the tasks and powers:

a/ To amend, supplement this Charter;

b/ To discuss and adopt the Managing Board’s reports on operation situation and business results, the auditing reports, financial settlement, plans for profit distribution, dividend sharing and deduction for setting up and use of funds at the proposal of the Managing Board; the orientations, tasks and financial budget for the new fiscal year;

c/ To discuss and adopt repots on activities of the Control Board;

d/ To set up dependent companies;

e/ To divide, separate, merge, consolidate, re-purchase or dissolve the Bank and its dependent companies;

f/ To decide on the organizational structure, managerial and executive apparatus of the Bank; the statute on employees, payroll, wage fund, remuneration for members of the Managing Board and the Control Board;

g/ To decide on plans for external activities;

h/ To decide on plans for building of material bases and technical equipment;

i/ To adopt plans for capital contribution, purchase of shares of enterprises and other credit institutions;

j/ To adopt the transfer of ordinary shares of the founding shareholders in the first three years;

k/ To adopt the purchase of shares with the land use right value and assets other than Vietnamese currency, freely convertible foreign currencies, gold;

l/ To decide on economic, civil contracts (not falling under the banned or restricted scopes and objects prescribed in Articles 77,78,79 and 80 of the Credit Institution Law and guiding sub-law documents) with a value exceeding 20% of the Bank’s own capital (according to the State Bank’s regulations) with Managing Board members, Control Board members, the general director (director), big shareholders and their concerned persons;

m/ To decide on the changes prescribed in Clause 1, Article 31 of the Credit Institution Law, except changes in the locations of the transaction bureaus, branches, representative offices, on the transfer of registered shares beyond the percentages prescribed by the State Bank, and on the Bank’s general director (director);

n/ To decide on measures to overcome major financial changes of the Bank;

o/ To elect, remove from office, dismiss members of the Managing Board and the Control Board at the end of their terms or additionally elect their substitutes;

p/ To examine violations and decide on forms of handling members of the Managing Board or the Control Board, who cause harm to shareholders and the Bank; and

q/ Other rights and tasks decided by the shareholders’ general meeting and inscribed in this Charter.

2. Shareholders are not allowed to participate in voting to adopt the decisions of the shareholders’ general meeting on:

a/ Any contracts related to Article 42, to which such shareholders or any relevant persons of such shareholders are a party; or

b/ Any purchase of shares from such shareholders or from any concerned persons of such shareholders; or

c/ The transfer of shares in the first three years (of the founding shareholders) as prescribed in Article 22 of this Charter.

3. The shareholders’ general meeting must discuss and vote to adopt decisions on issues already put on the meeting’s agenda.

Article 30.- The right to attend the shareholders’ general meeting

1. The list of shareholders entitled to attend the shareholders’ general meeting shall be made on the basis of the shareholder registration book of the Bank. Such list shall be made upon the decision to convene the meeting and must be completed within ten days before the shareholders’ general meeting opens.

2. The list of shareholders entitled to attend the shareholders’ general meeting must contain the full names and residence addresses, for individuals; the names and head-offices, for organizations; the number of shares of each type held by each shareholder;

3. Each shareholder shall have the right to be supplied with information relating to him/her/it, to be inscribed in the list of shareholders entitled to attend the shareholders’ general meeting.

4. Where shares are transferred during the period from the date of completion of the list of shareholders to the date the shareholders’ general meeting opens, the transferees shall be entitled to attend the shareholders’ general meeting in replacement of the transferors, with the number of transferred shares.

5. Shareholders are entitled to request the persons who convene the shareholders’ general meeting to correct wrong information or add necessary information on them in the list of shareholders entitled to attend the shareholders’ general meeting.

Article 31.- Authorization to attend the share-holders’ general meeting

1. A shareholder may personally attend or authorize another person in writing to attend the shareholders’ general meeting. The person authorized to attend the shareholders’ general meeting must not further authorize another person to attend the shareholders’ general meeting and must not stand for the election in his/her own capacity.

2. The authorization of another person to attend the shareholders’ general meeting must be made in writing. The Managing Board shall have the responsibility to specify the necessary contents in the authorization letter, which, however, must contain the following elements:

a/ Where the shareholders are individual persons, the authorization letter must clearly state: The full name, address of permanent residence, people’s identity card number, the number and type of currently owned shares of the authorizer, the content and purpose of authorization; the full name, address of permanent residence and people’s identity card number of the authorized person; the authorizer must sign the authorization letter and clearly inscribe his/her full name therein.

b/ Where shareholders are legal persons, the authorization letter must clearly state: The name and address of the legal person, the full name and people’s identity card number of the authorizer ( the person representing the legal person’s contributed stock capital), the number and type of currently owned shares, the contents and purpose of authorization; the full name, address of permanent residence and people’s identity card of the authorized person; the authorizer must sign the authorization letter and inscribe his/her full name and affix the legal person’s stamp therein. Where the authorizer’s signature is not eligible for the legal person’s stamp, the competent representative of the legal person must sign and inscribe his/her full name and affix the stamp to certify the signature of the authorizer.

Article 32.- Convening the shareholders’ general meeting, the agenda thereof and notice thereon

1. The conveners of a shareholders’ general meeting must perform the following tasks:

a/ To make a list of shareholders eligible to attend and vote as provided for in Article 30 of this Charter, the meeting agenda and documents in accordance with law and the Bank’s regulations;

b/ To confirm the time and venue for the general meeting;

c/ To notify all shareholders of the general meeting and send them the written invitation to attend the shareholders’ general meeting.

2. The written invitation to attend the shareholders’ general meeting must contain the meeting agenda and necessary information on issues to be discussed and voted at the shareholders’ general meeting. The invitation papers and documents in service of the shareholders’ general meeting can be sent to shareholders by messengers or by mail to their registered addresses or the addresses supplied by such shareholders. In cases where shareholders are employees of the Bank, the notices can be sent to them individually in sealed envelops placed at their workplaces. The invitation papers and documents must be forwarded at least fifteen days before the opening date of the shareholders’ general meeting. If the Bank has its own website, the notice on the shareholders’ general meeting must be published on such website simultaneously with the delivery of invitation papers and documents to the shareholders.

3. The big shareholders are entitled to propose issues to be included in the agenda of the shareholders’ general meeting. The proposals must be made in writing and sent to the Bank at least three days before the opening date. The proposals must be inscribed clearly with the shareholders’ names, the number of shares of each type held by such shareholders, the issues proposed for inclusion into the meeting agenda.

4. The conveners of the shareholders’ general meeting may refuse the proposals prescribed in Clause 3 of this Article only in the following cases:

a/ The proposals are sent not within the prescribed time limits, or incomplete or incorrect in their contents;

b/ The proposed issues do not fall under the deciding jurisdiction of the shareholders’ general meeting.

c/ The proposed issues do not conform to the provisions of the Bank’s Charter and to the provisions of law.

5. Only the shareholders’ general meeting has the right to change the meeting agenda enclosed with the notice on the convention of the shareholders’ general meeting.

Article 33.- Conditions for the shareholders’ general meeting to proceed and the minutes thereof

1. The shareholders’ general meeting can proceed when the attending shareholders or authorized persons represent at least 51% of the voting shares. Where the necessary condition on the representation percentage of the voting shares is not met within [ ] minutes after the expected time of opening the meeting, the shareholders’ general meeting must be convened for the second time within 30 days as from the date the first meeting was expected to open. The shareholders’ general meeting convened for the second time shall proceed when the attending shareholders and authorized persons represent at least 30% of the voting shares. Where the second shareholders’ general meeting fails to satisfy the condition on the representation percentage of the voting shares necessary to attend the meeting within [ ] minutes after the expected time of opening, the third shareholders’ general meeting shall be convened within 20 days as from the date the second general meeting was expected to open. The third general meeting of shareholders shall proceed regardless of the number of shareholders and the representation percentage of the voting shares and have the right to decide on all issues which the first shareholders’ general meeting could decide lawfully.

2. The Managing Board chairman shall preside over the shareholders’ general meeting; where the Managing Board chairman is absent, a Managing Board member authorized by the chairman shall chair the shareholders’ general meeting. If the Managing Board chairman does not authorize any member of the Managing Board, after all the shareholders and the authorized persons representing the number of voting shares as prescribed are present, the members of the Managing Boards and the members of the Control Boards present at the shareholders’ general meeting shall have to organize the meeting so that the shareholders’ general meeting vote to elect a person among the shareholders to preside over the shareholders’ general meeting. The chairperson elected by the shareholders’ general meeting shall nominate a secretary to record minutes of the shareholders’ general meeting.

3. Where the shareholders’ general meeting is convened by the Control Board or big shareholders, after all the shareholders and representatives of the voting shares as prescribed are present, the convener of the shareholders’ general meeting shall have to organize the meeting so that the shareholders’ general meeting vote to elect a person among the shareholders to chair the shareholders’ general meeting. The chairperson elected by the shareholders’ general meeting shall nominate a secretary to record the minutes of the shareholders’ general meeting.

4. The shareholders’ general meeting shall adopt decisions under its jurisdiction in form of voting at the meeting. The decisions of the shareholders’ general meeting shall be adopted when:

a/ They are approved by the number of shareholders representing at least 51% of the total voting shares of all attending shareholders;

b/ For decisions on types of share and the quantity of shares of each type to be offered for sale; on the amendment and supplementation of the Bank’s Charter; the division, separation, merger, consolidation, re-purchase or re-sale, dissolution of the Bank and its dependent companies, they must be approved by the number of shareholders representing at least 65% of the total voting shares of all attending shareholders.

5. The chairperson of the shareholders’ general meeting shall have to keep all minutes and be ready to send them to all shareholders immediately after the end of the shareholders’ general meeting, and these minutes are considered documents concluding the work carried out at such meeting. These minutes must be made in Vietnamese and signed by the chairperson and secretary of the meeting, containing the following major details:

a/ The date and venue of organizing the shareholders’ general meeting;

b/ The meeting agenda;

c/ The delegates, the full names of the chairperson and secretary of the meeting;

d/ Summaries of speeches delivered at the shareholders’ general meeting;

e/ Issues discussed and decisions approved by the shareholders’ general meeting, the number of votes for, the number of votes against, the number of abstention votes and unsettled issues.

f/ The total number of votes of the attending shareholders.

g/ The total number of votes on each issue; and

h/ The names and signatures of the chairperson and the secretary.

6. The minutes of the shareholders’ general meeting must be completed and adopted before the meeting closes. The minutes shall serve as evidences for the work done at the shareholders’ general meeting.

7. All the records, minutes, book of signatures of the attending shareholders and written authorizations to attend the shareholders’ general meeting must be kept at the Bank’s head-office. Within 15 days as from the date they are adopted, all the decisions of the shareholders’ general meeting must be sent to the SB branch in the province or city (where the Bank is headquartered) and notified to all shareholders eligible to attend the shareholders’ general meeting.

8. On the date the shareholders’ general meeting is organized, the procedures for registering shareholders must be carried out in order to ensure that all eligible shareholders are registered. The shareholders attending the shareholders’ general meeting must fill in the registration procedures and sign the signature book, clearly stating the number and type of their shares. Those shareholders who own bearer shares must present their share certificates and the serial numbers of such share certificates must be inscribed in the signature book.

9. When carrying out the registration, the Bank shall grant to each attending shareholder or authorized person a voting card, on which the registration number and name of the shareholder or the authorized person as well as the number of voting shares owned by such shareholder are inscribed. The voting at the shareholders’ general meeting shall be effected by collecting the cards of voting for a decision then collecting the cards of voting against such decision, then counting the total number of votes. The total number of votes for, against or abstention on an issue shall be notified by the chairman of the meeting immediately after the voting on a decision. The general meeting shall choose among the delegates persons responsible for counting the votes or supervising the vote count; if the meeting does not choose any one, the chairman shall choose those persons.

10. The late-coming shareholders to the shareholders’ general meeting may register immediately then attend and vote right at such meeting, but the meeting chairman shall have no responsibility to stop such meeting to let these shareholders register and the effect of the votings already taken shall not be affected.

Article 34.- Adopting decisions of the shareholders’ general meeting in form of gathering written opinions

1. Decisions of the shareholders’ general meeting may be adopted in form of gathering written opinions, provided that the written consent of shareholders representing at least 65% of the voting shares of the Bank is obtained.

2. In order to have the decisions unanimously adopted by shareholders in form of gathering written opinions, the Managing Board shall have the responsibility:

a/ To decide on issues which need to be put up for consideration and comments of shareholders, the voting method and contents under this Charter and law;

b/ To send documents related to issues which need the voting opinions, clearly stating the date for the return ("The return date") of such documents (if necessary), in attachment with the document clearly stating the voting opinions of shareholders to the Bank;

c/ To sum up the voting opinions so as to determine the decisions of the shareholders’ general meeting and within 15 days as from the return date, the Managing Board must send the written notification of the voting results and the decisions of the shareholders’ general meeting to the SB branch of the province or city (where the Bank is headquartered) and to all shareholders eligible to attend the shareholders’ general meeting of the Bank.

3. The decisions of the shareholders’ general meeting, which are adopted in form of gathering written opinions, shall be as valid as the decisions which are adopted by direct voting at the shareholders’ general meeting.

Article 35.- Cancellation of decisions of the shareholders’ general meeting

Within 90 days as from the date a decision is adopted by the shareholders’ general meeting, shareholders, members of the Managing Board, the general director (director) and the Control Board may request the court or the SB to consider and cancel such decision of the shareholders’ general meeting in the following cases:

1. The order and procedures for convening the shareholders’ general meeting fail to comply with the current regulations of the SB and the Charter of the Bank.

2. The contents of the decision violate law provisions or the Bank’s Charter.

Section VIII. THE GENERAL PROVISIONS ON THE MANAGING BOARD, THE CONTROL BOARD AND THE GENERAL DIRECTOR (DIRECTOR)

Article 36.- General tasks

1. The Managing Board is the governing body of the Bank, having full power to decide on behalf of the Bank on issues related to the objectives and interests of the Bank, except for issues falling under the jurisdiction of the shareholders’ general meeting.

2. The Control Board is the body which inspects the financial activities of the Bank, supervises the observance of accounting regimes, the operations of the internal inspection and auditing system of the Bank.

3. The general director (director) is the person taking responsibility before the Managing Board and law for running the daily activities of the Bank.

4. The election, appointment, removal from office or dismissal of the chairman and other members of the Managing Board, the head and other members of the Control Board, the general director (director) of the Bank must be approved by the SB Governor.

Article 37.- Persons who are not allowed to participate in administration and control and to hold the post of general director (director) or deputy-general director (deputy director)

1. The following persons must not be members of the Managing Board, members of the Control Board or the general director (director) or deputy-general director:

a/ Those who are being examined for penal liability;

b/ Those who have been sentenced for serious crimes of infringing upon the national security, serious crimes of infringing upon the ownership or serious economic offenses;

c/ Those who have been sentenced for other offenses but not yet enjoyed the criminal record remission;

d/ Those who were once members of the Managing Board or the directors of already bankrupt companies, except for cases prescribed in Clause 2, Article 50 of the Law on Enterprise Bankruptcy;

e/ Those who were once representatives at law of the companies already suspended from operation due to their serious violations of law;

f/ They are subjects prescribed in Articles 9 and 90 of the Enterprise Law, Article 17 of the Ordinance on Public Officials and Employees and Article 13 of the Anti-Corruption Ordinance;

g/ Those who are capital borrowers or guarantors, re-guarantors of credits of the very Bank;

h/ Those whose fathers, mothers, spouses, offspring are guarantors, re-guarantors of the credits of the very Bank;

i/ Those who are shareholders owning over 10% of the charter capital, or whose fathers, mothers, spouses, offspring are shareholders owning more than 10% of the charter capital of the enterprises being granted credits by the Bank without security, granted credits with preferential terms;

j/ Those who fail to ensure criteria on professional ethics, executive capability and professional qualifications according to the SB’s regulations;

k/ Those who fail to satisfy other regulations decided by the shareholders’ general meeting and inscribed in the Bank’s Charter.

2. The fathers, mothers, spouses, offspring and siblings of the Managing Board members of the general director (director) must not be members of the Control Board, the chief accountant of the same Bank.

Article 38.- Automatic incapacitation

1. Cases where Managing Board members, Control Board members and the general director (director) are automatically incapacitated:

a/ They lose their civil act capacity or die;

b/ Their shareholder’s legal person capacity terminates;

c/ They are among the subjects prescribed at Point a through Point e of Clause 1 of Article 37 of this Charter;

d/ They lose their capacity of the representatives managing the shares of shareholders being legal persons;

e/ They are expelled by a court from the territory of the Socialist Republic of Vietnam;

f/ The Bank has its founding and operation permit withdrawn.

4. The titles of the persons defined in Clause 1 of this Article, which were already approved by the SB Governor, shall automatically be invalidated.

5. On cases of automatic incapacitation of Managing Board members, Control Board members and the general directors as prescribed at Points a, b, c, d and e of Clause 1 of this Article, the Bank’s Managing Board must immediately send reports together with specific evidencing documents to the SB branch in the province or city where the Bank is headquartered and must bear responsibility for the accuracy and truthfulness of those reports before law, and at the same time handle the cases according to the provisions in Articles 48, 53 and 58 of this Charter.

Article 39.- Removal from office, dismissal

1. The chairman and members of the Managing Board, the head and members of the Control Board, the general director (director) of the Bank shall be removed from office or dismissed in the following cases:

a/ Their civil act capacity is restricted;

b/ They have applied in writing for resignation with plausible reasons;

c/ They belong to the subjects prescribed at Points g through k of Clause 1, and Clause 2 of Article 37 of this Charter;

d/ They fail to own the minimum number of shares prescribed by the Bank’s Charter (applicable to members of the Managing Board, the head of the Control Board);

e/ They violate law provisions, the regulations of the State Bank and the Bank’s Charter on purchase, sale and transfer of shares;

f/ They violate law provisions, the SB’s regulations and the Bank’s Charter in the course of performing their assigned tasks and exercising their vested powers;

g/ Other cases decided by the shareholders’ general meeting and inscribed in this Charter.

2. The chairman and members of the Managing Board, the head and members of the Control Board and the general director of the Bank, after being removed from office or dismissed, must bear personal responsibility for their decisions during the time they had the capacity to hold those titles.

Article 40.- Special control

1. Where the Bank is placed under the state of special control, the Special Control Board at the Bank may suspend the administration, control and management rights of the Managing Board members, the Control Board members, the general director (director) and the deputy-general directors (deputy-directors), if deeming it necessary.

2. During the time of administration, control and management right suspension or after being removed from office or dismissed due to the violation of Article 39 of this Charter and pending the completion of procedures for submission to the SB Governor for approval, the Managing Board members and the Control Board members may attend the meetings of the Managing Board and the Control Board, but shall not be allowed to vote.

Section IX. ENTRUSTED OBLIGATIONS OF THE MANAGING BOARD MEMBERS, THE CONTROL BOARD MEMBERS, THE GENERAL DIRECTOR (DIRECTOR) AND MEMBERS OF THE EXECUTIVE BOARD

Article 41.- Prudential obligations of the Managing Board members, the Control Board members, the general director (director) and members of the Executive Board

The Managing Board members, the Control Board members, the general director (the director) and the members of the Executive Board are obliged to perform their tasks in an honest manner and by the way they deem beneficial for the Bank and in accordance with law provisions and the Bank’s Charter with the extent of prudence whereby an ordinary careful person shall also perform them similarly under the similar conditions and circumstances.

Article 42.- Obligations of loyalty and avoidance of interest conflict

1. The Managing Board members, the Control Board members, the general director (director) and members of the Executive Board shall be entrusted the responsibility not to use the business opportunities which the Bank may use to create specific advantages for the Bank and not to use information obtained thanks to the positions they are holding to gain personal profits or to serve the interests of any other economic organizations or individuals.

2. The Managing Board members, the Control Board members, the general director (director) and members of the Executive Board are obliged to report to the Managing Board on any interests which may cause conflicts and they may obtain in other economic organizations, other transactions or individuals, and may use those opportunities only when the Managing Board (comprising members who have no related interests) has considered and approved them.

3. The economic and civil contracts (not falling under the banned or restricted scopes and subjects prescribed in Articles 77, 78, 79 and 80 of the Credit Institution Law and guiding sub-law documents) of the Bank with Managing Board members, the general director, Control Board members, big shareholders and with their relatives shall be concluded only if they are effected strictly according to the following regulations:

a/ For contracts with the value exceeding 20% of the Bank’s own capital (as provided for by the SB), they must be approved by the shareholders’ general meeting before being signed. The shareholders being signatories to the contracts or having relations with signatories to the contracts shall not be allowed to participate in the voting.

b/ For contracts with the value being equal to or smaller than 20% of the Bank’s own capital (as provided for by the SB), they must be approved by the Managing Board before being signed. The Managing Board members being signatories to the contracts or having relations with signatories to the contracts shall not be allowed to participate in the voting.

4. Where contracts are concluded without the approval of the shareholders’ general meeting or the Managing Board as provided for in Clause 3 of this Article, such contracts shall be invalid and handled according to law provisions. Those who cause harm to the Bank shall have to compensate therefor.

5. The Managing Board members, the Control Board members, the general director (director) and members of the Executive Board must not buy, sell or transact shares of the Bank or of its dependent companies when they have the right to possess information which may affect the prices of these shares while other shareholders have no such information.

Article 43.- Liability and compensation

1. Liability: The Managing Board members, the Control Board members, the general director (the director) and members of the Executive Board shall be obliged to strictly observe the current law provisions, the Bank’s Charter and internal regulations in the course of performing their tasks and have to bear responsibility for the damage caused by their obligation breaches.

2. Compensation: The Bank shall compensate all reasonable expenses for the complaints and legal proceedings related to the jobs falling under the assigned responsibility of leaders, officials and/or employees of the Bank, which these persons must participate in, provided that they have strictly observed the provisions of law, the Bank’s Charter and regulations. The Bank may buy and maintain insurance for those persons regarding such responsibilities.

Section X. THE MANAGING BOARD

Article 44.- Composition and term

1. The shareholders’ general meeting shall elect, remove from office and dismiss the Managing Board members with the approving votes of the number of shareholders representing at least 51% of the total votes of all attending shareholders. The Managing Board shall elect, remove from office and dismiss its chairman.

2. The Managing Board shall be composed of at least [3] and at most [11] members. A Managing Board member must own at least [ ] shares of the Bank. Each Managing Board member shall have a term of office of 5 years at most, which, however, must not be less than 2 years, and may be re-elected at the next shareholders’ general meeting. When electing members of the Managing Board, the Bank must anticipate that at least one-third of the Managing Board members shall participate in the election or re-election at the shareholders’ annual general meeting.

3. The election, removal from office, dismissal and resignation of the chairman and members of the Managing Board must be effected according to the current law provisions and the Bank’s Charter. The order, procedures and dossiers of application for changes and approval of the election, appointment, removal from office and dismissal of the chairman and members of the Managing Board shall comply with the regulations of the State Bank. The results of the election, the removal from office, the dismissal of the chairman and members of the Managing Board of the Bank must be approved by the State Bank of Vietnam.

4. The chairman and other members of the Managing Board must not authorize persons other than the Managing Board members to perform their tasks and to exercise their powers.

5. The chairman of the Managing Board of the Bank shall not be allowed to participate in the Managing Boards of, or participate in administering, other credit institutions, except for cases where such institutions are the dependent companies of the Bank.

6. The chairman of the Managing Board must not concurrently be the general director or the deputy-general director of the Bank. For the rural joint-stock commercial bank, the Managing Board chairman may be concurrently the general director according to the provisions of the Charter of the rural joint-stock commercial bank.

7. The Managing Board chairman must be the persons having the Vietnamese citizenship and residing in Vietnam during his/her term of office.

8. Where foreign shareholders (including overseas Vietnamese) participate in the Managing Board, the following additional conditions must also be met:

a/ The percentage of the persons joining the Managing Board membership can only correspond to the percentage of contributed capital of all foreign shareholders in the Bank;

b/ They must not work as Managing Board member for more than 2 credit institutions in Vietnam;

c/ They must not hold the post of chairmanship of the Managing Board of the Bank.

Article 45.- Rights and tasks of the Managing Board

The Managing Board shall have the following rights and tasks:

1. To administer the Bank according to the provisions of law and this Charter.

2. To decide on matters related to the aims and interests of the Bank, except for matters falling under the jurisdiction of the shareholders’ general meeting.

3. To take responsibility before law and the shareholders’ general meeting for the operation results as well as errors in management, violations of this Charter and violations of law, causing damage to the Bank.

4. To submit to the shareholders’ general meeting for decision the contents prescribed at Points a, b, d, e, f, g, h, i, j, k, l, m, n, o, p of Clause 2, Article 44 of the Government’s Decree No.49/2000/ND-CP of September 12, 2000 on organization and operation of the commercial banks.

5. To submit to the State Bank Governor for approval:

a/ The Bank’s Charter;

b/ The establishment of dependent companies;

c/ The opening of transaction bureaus, branches, representative offices, the establishment of non-business units of the Bank;

d/ The capital contribution, share purchase, joint ventures with foreign investors;

e/ The division, separation, consolidation, merger, repurchase or, dissolution of the joint-stock commercial bank and transaction bureaus, branches, representative offices, dependent companies and/or non-business units of the Bank;

f/ The changes prescribed in Clause 1, Article 31 of the Credit Institution Law;

g/ The issuance of new shares;

h/ The election, appointment, removal from office and dismissal of the chairman and other members of the Managing Board; the head and other members of the Control Board, the general director;

i/ The independent auditing organization to audit the Bank’s activities according to the State Bank’s regulations.

6. To decide on the organizational structure of the managerial apparatuses of the transaction bureaus, branches, representative offices, non-business units and dependent companies of the Bank.

7. To approve the business plans proposed by the general director.

8. To set the rates of interest, commission, charge and fine for customers as provided for by law.

9. To make deductions on setting up and use funds, to share dividends by decisions of the shareholders’ general meeting.

10. To appoint, remove from office, dismiss the general director, deputy-general director, chief accountant of the Bank, directors of transaction bureaus, branches, representative offices, dependent companies and/or of non-business units.

11. To promulgate the regulation on appointment, removal from office, dismissal persons holding managerial posts other than the those prescribed in Clause 10 of this Article.

12. To promulgate the internal regulations on operations of the Managing Board and the Control Board (the Control Board elaborates the operation regulations on the basis of the current law provisions for the Managing Board to sign for promulgation).

13. To promulgate the regulations on the organization and operation of internal inspection and auditing under the provisions of law.

14. To promulgate the regulations on operation of the transaction bureaus, branches, representative offices, non-business units, dependent companies.

15. To promulgate documents guiding in detail the implementation of the regulations of the State and the State Bank on banking operation.

16. To decide on salary, bonus for the general director and deputy-general director.

17. To supervise the general director and other managerial officials and examine errors committed by these people, which cause damage to their Bank and apply necessary redressing measures.

18. To value the capital-contributing assets other than Vietnamese currency, freely convertible foreign currencies or gold as provided for in Article 23 of the Enterprise Law.

19. Other rights and obligations prescribed by law and this Charter.

20. The following matters must be adopted by the Managing Board:

a/ The appointment and dismissal of persons having the trade representation or legal representation rights of the Bank;

b/ Any borrowed amount of the Bank or the supply of mortgage, security, guarantee or compensation;

c/ Investment outside the business plans and budgetary investment exceeding 10% of the annual budget inscribed in the business and budget plans;

d/ Other jobs or transactions to be decided by the Managing Board according to its competence.

Article 46.- Powers and tasks of the chairman and members of the Managing Board

1. The Managing Board chairman is the representative at law and shall have the following powers and tasks:

a/ To convene on behalf of the Managing Board and preside over the shareholders’ general meeting;

b/ To call meetings of the Managing Board;

c/ To prepare contents, agenda and conduct meetings to discuss and vote on matters falling under the tasks and powers of the Managing Board;

d/ To organize the adoption of the Managing Board’s decisions in other forms;

e/ To monitor the process of organizing the implementation of the Managing Board’s decisions;

f/ To draw up working programs and assign tasks to the Managing Board members for administering the Bank’s activities;

g/ To sign work-handling documents falling within the tasks and powers of the Managing Board;

h/ To sign document authorizing one of the Managing Board members to perform his/her tasks while he/she is absent; and

i/ To exercise other powers and perform other tasks prescribed by law and the Bank’s Charter.

2. The Managing Board members shall have the following powers and tasks:

a/ To perform tasks and exercise powers under the provisions of law, the regulations of the SB and the Bank’s Charter;

b/ To elect, remove from office and dismiss the chairman of the Managing Board;

c/ To study and assess the operation situation and results and contribute to the elaboration of orientations and plans for business activities of the Bank in each period;

d/ To attend meetings of the Managing Board; to discuss and vote on matters falling within the contents of the meetings; to take personal responsibility before law, before the shareholders’ general meeting and the Managing Board for their own opinions;

e/ To implement decisions of the shareholders’ general meeting and of the Managing Board;

f/ To convene extraordinary meetings of shareholders or the Managing Board provided that it is so requested by two-thirds or more of the Managing Board members;

g/ To abide by the provisions of the Bank’s Charter on the number of shares which a member of the Managing Board must have;

h/ To abide by the regulations of the SB and this Charter on the transfer of shares.

The Managing Board members shall perform tasks according to assignment by the Managing Board chairman and must not authorize persons other than the Managing Board members to exercise their powers and perform their tasks.

Article 47.- Remuneration of Managing Board members

The chairman and members of the Managing Board shall not enjoy salaries but official-duty remuneration and be paid with other necessary reasonable expenses in the course of performing their tasks. The remuneration levels shall be decided by the shareholders’ general meeting. The total official-duty costs (remuneration and expenses in the course of task performance) paid to the Managing Board members and the official-duty cost received by each member shall be detailed in the annual reports of the Bank.

Article 48.- Replacement of Managing Board members

1. Within 15 days as from the date the Managing Board chairman naturally loses his capacity as the Managing Board member, the Managing Board members shall have to organize the meeting of the Managing Board to elect a member of the Managing Board (who meets all criteria and conditions prescribed by current legislation) to be chairman of the Managing Board.

2. The Managing Board chairman who wishes to resign must send his/her application to the Managing Board. Within 60 days as from the date of receiving the application, the Managing Board must meet to consider and decide on the case and proceed with the procedures for removal from office, dismissal, election of the Managing Board chairman according to current regulations.

3. The Managing Board members who wish to resign must send their applications or documents to the Managing Board for submission to the shareholders’ general meeting for decision.

4. Where the Managing Board membership is reduced by over one-third or below the minimum number as prescribed by the Bank’s Charter, within 60 days as from the date the Managing Board membership falls below the prescribed number, the Managing Board must convene the shareholders’ general meeting to additionally elect members of the Managing Board.

5. For other cases, the nearest shareholders’ general meeting shall elect new Managing Board members to replace the removed or dismissed ones or to fill the vacant seats.

6. After the first shareholders’ general meeting, the persons elected to be chairman and members of the Managing Board must be answerable before law for the deployment and completion of tasks on setting up the joint-stock commercial bank for submission to the State Bank Governor who shall consider, grant the founding and operation permit and approve the administrative, control and managerial titles as well as the Charter of the joint-stock commercial bank according to the current regulations.

7. Those who are elected to the posts of chairman and members of the Managing Board shall have to immediately assume and undertake their jobs. The removed, dismissed chairman and members of the Managing Board shall have to hand over their work to the newly elected ones for handling, and at the same time have to bear personal responsibility for their decisions made while they held those positions.

Article 49.- Meetings of the Managing Board

1. Regular meeting:

[* The first meeting of the Managing Board must be organized within 30 days after its establishment. The Managing Board chairman shall convene the first Managing Board meeting and project its agenda, time and venue at least 7 days before the meeting is expected to open]. The Managing Board shall meet at least once a quarter and may convene its extraordinary meetings to settle in time unexpected affairs.

2. Extraordinary meetings:

An extraordinary meeting of the Managing Board shall be held at the request of:

a/ The Managing Board chairman;

b/ At least two-thirds of the number of the Managing Board members;

c/ The head of the Control Board;

d/ At least two-thirds of the number of the Control Board members;

e/ The general director or other persons prescribed by the Charter;

f/ The director of the SB branch in the province or city where the Bank is headquartered.

3. Within 15 days after receiving the written request for convening an extraordinary meeting of the Managing Board from one of the subjects stated at Points b, c, d, e, f of Clause 2 of this Article, the Managing Board chairman must convene such meeting. Where after two successive requests the Managing Board chairman still fails to convene the Managing Board meeting, the members of the Managing Board and the members of the Control Board must immediately send a written report thereon to the SB branch in the province or city where the Bank is headquartered and proceed with the Managing Board meeting to handle affairs and at the same time decide on the removal from office or dismissal of the chairman, elect a qualified member of the Managing Board to assume the post of chairmanship, then submit the case to the State Bank for approval according to current regulations or decide to organize an extraordinary general meeting of shareholders to handle the existing matters and problems (if any). If the Managing Board quorum is not enough for organizing meetings and adopting decisions, the Control Board shall have to convene an extraordinary meeting of the shareholders according to current regulations to handle existing matters and problems of the Bank.

4. Venue of meetings:

The meetings of the Managing Board shall be organized at the Bank’s registered address or at other locations prescribed by the Managing Board.

5. Notices on and agenda of meetings:

A Managing Board meeting shall be held 5 days after the notice thereon is sent to the Managing Board members. The written notice on the Managing Board meeting shall be made in writing, clearly stating the meeting agenda, time and venue, which must be enclosed with necessary documents on issues to be discussed and voted at the Managing Board meeting as well as ballots for the Managing Board members who can not attend the meeting. These members shall forward their ballots to the Managing Board before the meeting opens.

6. The required number of attending members:

A Managing Board meeting shall be carried out when it is attended by two-thirds or more of its members personally or their authorized persons being members of the Managing Board. Where the first regular meeting of the Managing Board is convened with inadequate number of attending members as prescribed, the Managing Board chairman shall have to convene the second meeting of the Managing Board within 15 subsequent days. After two conventions of the Managing Board meeting with inadequate number of attending members, the Managing Board chairman shall have to convene the extraordinary meeting of the shareholders within 30 subsequent days for the shareholders to consider the capacity of the Managing Board members.

7. Voting:

a/ Each member attending the Managing Board meeting shall have one vote at such meeting. If a Managing Board member cannot attend the meeting, he/she may issue a written authorization for another member of the Managing Board (being a subject entitled to vote) to effect the voting instead.

b/ The Managing Board members who have interests related to matters raised before the Managing Board for decision shall not be allowed to vote on such matters and must not be counted into the number of delegates to be present at the meeting, and at the same time shall not be authorized by other Managing Board members to vote on such matters.

c/ If there appears any doubt at a meeting, which is related to the interests or to the voting right of a Managing Board member and such doubt is not voluntarily settled by such Managing Board member through his/her acceptance to give up his/her voting right, that doubt shall be forwarded to the chairperson of the meeting. The chairperson’s decision shall be the final and conclusive one, except where the nature or extent of the interests of such concerned Managing Board member is not clearly known.

d/ Any Managing Board member related to a contract stated in Article 87.1 of the Enterprise Law shall be regarded as having material interests regarding such contract.

8. Interest declaration:

If a Managing Board member, according to his/her understanding, deems that he/she is related directly or indirectly to a contract or an agreement concluded or planned to be concluded with the Bank, he/she must declare the nature of the related interests at the Managing Board meeting where the Managing Board shall consider whether or not to conclude such contract or agreement; if he/she comes to know about the existence of his/her interests later or in any circumstances, such member must notify such to the first Managing Board meeting after he/she realizes his/her related interests.

9. Voting by majority:

Decisions of the Managing Board shall be adopted if they are voted for by the majority of the Managing Board members attending the meeting. Where the votes are split equal, the final decisions shall be the ones voted for by the Managing Board chairman or by the Managing Board member authorized by the Managing Board chairman to preside over the meeting (in cases where the Managing Board chairman is absent).

10. Where the Managing Board gathers written opinions to adopt a decision on an issue, such decision shall be considered valid like a decision adopted by the Managing Board members at an ordinary meeting, if:

a/ It is consented in writing by the majority of the Managing Board members eligible to vote on issues put up for comments;

b/ The number of Managing Board members eligible to vote in writing must satisfy the conditions on the number of members required for carrying out a Managing Board meeting.

11. Minutes:

The Managing Board meetings must be fully recorded in minutes. Such minutes must be made in Vietnamese and signed by all attending members. The Managing Board meeting chairperson, secretary and participants must bear joint responsibility for the accuracy and truthfulness of the minutes of the Managing Board meeting. The Managing Board meeting chairperson shall have to arrange the compilation and sending of the minutes of the Managing Board meetings to the Managing Board members and those minutes shall be considered the conclusive evidences on the activities carried out at such meeting, except where there are complaints related to the contents of such minutes within 10 days as from the date of sending the minutes.

12. Persons invited to attend the Managing Board meetings:

Members of the Control Board, the general director (the director) and possibly other managerial officials and specialists may be invited to attend the Managing Board meeting but shall not be allowed to participate in voting.

Article 50.- The assisting apparatus of the Managing Board

1. The Managing Board shall use the assisting apparatus and seal of the Bank to perform its tasks.

2. The Managing Board shall have full-time assisting personnel and specify the number of them as well as the tasks of each assistant.

Article 51.- Secretaries

The Managing Board may nominate full-time secretaries and define their functions and tasks. The Managing Board may remove from office its secretary(ies) at any time but must not harm the claim for compensation for damage caused due to the breach of labor contract signed between the secretary and the Bank. Two or more persons may be nominated as co-secretaries; the functions and tasks of secretaries shall include:

1. To give notification on meetings of the Managing Board to be convened at the request of the Managing Board chairman or the Control Board;

2. To record the minutes of the meetings;

3. To advise on formalities of the meetings;

4. To supply information to the Managing Board members, the Control Board members and share-holders.

Section XI. THE GENERAL DIRECTOR (DIRECTOR)

Article 52.- The general director (director)

1. The person running the activities of the Bank shall be the general director (director); the general director (director) shall be assisted by a number of deputy-general directors (deputy-directors), the chief accountant and the specialized professional apparatus.

2. The Managing Board shall nominate one of its members or another person to work as the general director (the director) and shall sign a labor contract, prescribing the salary, compensation, other benefits and terms for the general director (director). The salary, compensation and benefits of the general director (director) must be reported to the shareholders’ general meeting and inscribed in the annual reports of the Bank.

3. The general director (director) shall take responsibility before the Managing Board and before law for running daily activities of the Bank.

4. Except where it is otherwise provided for by the Managing Board, the term of office of the general director (director) shall be three years. The general director (director) may be re-appointed. The appointment, removal from office, dismissal and resignation of the general director (director) shall comply with the Credit Institution Law and the regulations of the State Bank.

5. The general director (director) must not concurrently hold any managerial, control or executive post at other credit institutions or companies, except for dependent companies of the Bank, and can only hold the executive or control post at such dependent companies.

6. The deputy-general directors (deputy-directors) are the persons assisting the general director (director) in running one or several domains of activities of the Bank under the assignment by the general director (director).

7. The chief accountant shall assist the general director (director) in directing the implementation of the accounting and statistical work of the Bank, having the powers and tasks prescribed by law.

Article 53.- Appointment, removal from office, dismissal of the general director (director)

1. The Managing Board can issue decisions on appointment, removal from office and/or dismissal of the general director (director) only after it is so approved in writing by the State Bank branch in the province or city where the bank is headquartered. The order, procedures and dossiers of application for replacement and approval of the election, appointment, removal from office and dismissal of the general director (director) shall comply with the regulations of the State Bank.

2. The general director (director), after getting the appointment decision of the Managing Board, may immediately assume the work of the newly appointed post; the former general director (director) shall have to hand over the work to the new general director (director) for handling and must bear personal responsibility for his/her own decisions during the time he/she assumed that post.

3. Where the general director (director) naturally loses his/her capacity as general director (director), the Managing Board shall have to immediately nominate a deputy- general director (deputy-director) or a head of a professional section ( for cases where the deputy-general director is not available), who satisfies the conditions prescribed by the State Bank and does not fall under the subjects prescribed in Article 37 of this Charter, to undertake the job of the general director (director), and immediately report such in writing to the State Bank branch in the province or city where the Bank is headquartered.

4. Within 60 days as from the date the general director (director) is naturally incapacitated or the Managing Board receives his/her resignation application, the Managing Board shall have to look for his/her replacement and proceed with the procedures of applying for the appointment of a new general director (director) for submission to the State Bank Governor for approval.

5. Where the general director (director) seriously breaches the provisions of law, the regulations of the State Bank and/or the Bank’s Charter, the Managing Board may suspend his executive right, and at the same time immediately nominate a deputy-general director (deputy-director) of the head of a professional section (for cases where the deputy-general director is not available), who satisfies the conditions prescribed by the State Bank and does not fall under the subjects prescribed in Article 37 of this Charter to undertake the job of the general director (director), and immediately report such in writing and propose the handling of violations as well as nominee to the post of the general director (director) to the State Bank branch in the province or city where the Bank is headquartered for settlement according to current regulations.

6. Pending the approval of the general director (director) by the State Bank, the chairman and members of the Managing Board, the head and members of the Control Board shall have to bear full responsibility before law and shareholders for all activities of the Bank.

Article 54.- Tasks and powers of the general director (director)

The general director (director) shall have the following tasks and powers:

1. To submit to the Managing Board:

a/ The amendments and supplements to the Bank’s Charter;

b/ The establishment of dependent companies;

c/ The opening of transaction bureaus, branches, representative offices, non-business units;

d/ The organizational structure of the managerial and executive apparatus at the head-office; the organizational structure of the executive apparatuses of the transaction bureaus, branches, representative offices, non-business units;

e/ The appointment, removal from office and dismissal of deputy-general directors, the chief accountant, directors of the transaction bureaus, branches, representative offices or non-business units according to the provisions of the Bank’s Charter;

f/ The regulations on operation of the transaction bureaus, branches, representative offices, non-business units, dependent companies.

g/ The decisions on interest rates, commission rates, charges, fine levels for customers under the provisions of law;

h/ The issuance of new shares;

i/ The plans for business activities;

j/ The capital contribution, purchase of shares of enterprises and other credit institutions;

k/ The division, separation, consolidation, merger, re-purchase or dissolution of the joint-stock commercial bank and the transaction bureaus, branches, representative offices, dependent companies, non-business units;

l/ The changes prescribed in Clause 1, Article 31 of the Law on Credit Institutions;

m/ The independent auditing organization for auditing the activities of his/her own joint-stock commercial bank; and

n/ The specific guidance on the implementation of the State’s regulations related to the Bank.

2. To appoint, remove from office or dismiss holders of posts falling under his/her jurisdiction prescribed in the Regulation promulgated by the Managing Board. To recruit, discipline and sack employees of the Bank; to decide on salaries and allowances for laborers, including managerial officials, strictly according to law and the Regulation promulgated by the Managing Board.

3. To organize the execution of business activity plans once they are approved by the Managing Board.

4. To administer and decide on matters related to business activities of the Bank strictly according to law, the Bank’s Charter and decisions of the Managing Board; to bear responsibility for the Bank’s business results.

5. To represent the Bank in international relations, legal proceedings, disputes, dissolution, bankruptcy.

6. To decide on the application of measures ultra vires in case of emergency (natural disaster, enemy sabotage, fires, incidents) and take responsibility for such decisions, then must immediately report thereon to the Managing Board, the State Bank and other competent State agencies for further settlement.

7. To submit to the inspection and supervision by the Managing Board, the Control Board, the SB and other competent State agencies, regarding the implementation of his/her administrative tasks.

8. To report to the Managing Board, the SB and other competent State agencies according to law provisions on the results of business activities of the Bank.

9. Other rights and tasks prescribed by law, the Bank’s Charter and decisions of the Managing Board.

Section XII. THE CONTROL BOARD

Article 55.- Composition and term

1. The shareholders’ general meeting shall elect, remove from office and dismiss members of the Control Board when it is so approved by a number of shareholders representing at least 51% of the total number of votes of all attending shareholders. The Control Board shall elect, remove from office or dismiss its head.

2. The Control Board shall have the minimum number of members being [3], and at least half of its members work on the full-time basis. The head of the Control Board must be a shareholder.

3. The term of office of a Control Board member shall be the same as the term of office of a Managing Board member. Members of the Control Board may be re-elected.

Article 56.- Tasks and powers of the Control Board

1. After the first shareholders’ general meeting, the persons elected the head and members of the Control Board shall be answerable before law for the deployment of the control over the establishment of the Bank.

2. The persons elected to the posts of the head and members of the Control Board shall have to accept the hand-over and undertake the jobs of the elected posts. The persons removed from office or dismissed shall have to hand over their work to the newly elected persons, and at the same time have to bear personal responsibility for their own decisions during the time they held those posts.

3. The Control Board shall have the following tasks and powers:

a/ To inspect the financial operations of the Bank; to supervise the observance of the accounting regime, the operation of the internal inspection and auditing system of the Bank;

b/ To appraise the annual financial reports of the Bank; to inspect every specific matter related to the financial operation of the Bank when deeming it necessary or by decisions of the shareholders’ general meeting or at the request of big shareholders;

c/ To regularly notify the Managing Board of its operation results; to consult with the Managing Board before submitting reports, conclusions and proposals to the shareholders’ general meeting;

d/ To report before the shareholders’ general meeting on the accuracy, truthfulness and lawfulness of the recording, keeping of vouchers and the compilation of accounting books, financial reports; the operation of the internal inspection and auditing system of the Bank;

e/ To propose measures for supplementing, amending and/or modifying the financial activities of the Bank according to law provisions;

f/ To use the internal inspection and auditing system of the Bank to perform its own tasks;

g/ To convene extraordinary general meetings of shareholders in cases where the Managing Board makes decisions in serious violation of the managers’ obligations prescribed in Article 86 of the Enterprise Law or beyond its delegated competence, and in other cases as prescribed by the Bank’s Charter;

h/ Other tasks and powers prescribed by law and this Charter.

Article 57.- Tasks, powers of the head and members of the Control Board

1. The head of the Control Board shall have the following tasks and powers:

a/ To convene on behalf of the Control Board the extraordinary general meetings of the shareholders as provided for at Point g, Clause 1 of this Article and Point g, Clause 3, Article 56 of this Charter;

b/ To convene and preside over the meetings of the Control Board;

c/ To assign specific tasks to each member of the Control Board;

d/ To have responsibility to direct members of the Control Board in deploying the implementation of tasks and powers of the Control Board;

e/ To propose the Managing Board to hold its extraordinary meeting to handle cases of violating law provisions and the Charter;

f/ To observe the ownership of the minimum number of shares and other provisions of law, regulations of the State Bank and this Charter; and

g/ To authorize one of the Control Board members to undertake the work of the Board’s head while the latter is absent.

2. The Control Board members shall have the following tasks and powers:

a/ To elect, remove from office and dismiss the head of the Control Board;

b/ To control business activities, examine accounting books, assets, reports, fiscal year settlement sheet and propose remedies for violations if any;

c/ To request officials and employees of the Bank to supply data and explain business activities;

d/ To report to the head of the Control Board on unexpected financial events, take personal responsibility for their own assessments and conclusions before the shareholders’ general meeting;

e/ To send written reports at least once a month on the control situation and results in the assigned domains to the head of the Control Board;

f/ To attend meetings of the Managing Board, to state their opinions and make proposals, but not to participate in voting. If having opinions different from the Managing Board’s resolutions, to request the recording of their opinions in the minutes of the meetings and be entitled to directly report them before the shareholders’ general meetings;

g/ To request the Managing Board to hold its extraordinary meetings and to convene extraordinary meetings of shareholders in cases where the Managing Board commits serious violations as provided for at Point g, Clause 3, Article 56 of this Charter, if the request is made by two-thirds or more of the Control Board members.

h/ To take responsibility before law, the shareholders for the determination of the accuracy and truthfulness of the data and/or dossiers related to banking operations. In case of covering up the violations or failing to propose in time the handling thereof, to bear joint responsibility when performing their tasks;

i/ To exercise other rights and perform other tasks as provided for by this Charter.

3. The full-time members of the Control Board and the non-shareholder members of the Control Board shall enjoy salaries by decisions of the shareholders’ general meetings while other members of the Control Board shall enjoy official-duty remuneration. The salary and remuneration levels for the Control Board members shall be decided by the shareholders’ general meeting. The Control Board members shall be paid other necessary reasonable expenses in the course of performing their tasks. The total official-duty costs (salary or remuneration and expenses incurred in the process of task performance) paid to the Control Board members and the official-duty cost received by each member of the Control Board shall be detailed in the annual reports of the Bank.

4. The Managing Board members, the general director (director) and the Executive Board members must supply all information and documents related to the operation of the Bank at the request of the Control Board and the secretary must ensure that all copies of the financial information and other information supplied to the Managing Board members as well as minutes of meetings of the Managing Board shall be supplied to the Control Board members at the same time they are supplied to the Managing Board.

Article 58.- Replacement of Control Board members

1. The Control Board members shall naturally be incapacitated or removed from office, dismissed according to the provisions of Articles 38 and 39 of this Charter. The order, procedures and dossiers of application for replacement and approval of the election, appointment, removal from office and dismissal of the head and members of the Control Board shall comply with the regulations of the State Bank.

2. Within no more than 15 days as from the date the Control Board head is naturally incapacitated, the Control Board members shall have to hold a Control Board meeting to elect a Control Board member (who satisfies the currently prescribed criteria and conditions) to be the head of the Board. Where there is no member being a shareholder, the remaining members of the Control Board shall nominate a member meeting the SB-prescribed criteria on professional ethics, managerial capability and professional qualifications to temporarily undertake the jobs of the Control Board head and propose the Managing Board to convene the shareholders’ general meeting within 60 days (as from the date the Control Board head is automatically incapacitated) to additionally elect a Control Board member among the Bank’s shareholders for replacement and carry out the procedures to elect the head of the Control Board.

3. If the Control Board head wishes to resign, he/she must file his/her application to the Managing Board and the Control Board. Within 60 days as from the date of receiving the application, the Control Board must meet to consider the decision thereon and carry out the removal or dismissal procedures and elect the head of the Control Board according to current regulations. Where the remaining members of the Control Board are not shareholders, the Control Board shall, within 60 days (as from the date of receiving the resignation application from the Control Board head), have to propose the Managing Board to convene the shareholders’ general meeting to decide on the number of the Control Board members in conformity with the provisions of the Bank’s Charter and elect the Control Board members among the Bank’s shareholders, then proceed with the procedures to elect the head of the Control Board.

4. The Control Board members wishing to resign shall have to file their applications to the Managing Board and the Control Board for submission to the nearest shareholders’ general meeting for decision.

5. Where the Control Board membership reduces by more than one-third or fails to reach the minimum number as provided for by the Bank’s Charter, the Control Board shall, within 60 days as from the date the Control Board membership fails to reach the prescribed number, have to propose the Managing Board to convene a general meeting of shareholders to additionally elect members of the Control Board.

6. For other cases, the nearest general meeting of shareholders shall elect new Control Board members to replace the removed or dismissed ones or to fill the vacant seats.

Article 59.- Meetings of the Control Board

1. The regular meeting:

[* The first meeting of the Control Board must be organized within 30 days after its establishment. The Control Board head must convene the first meeting of the Control Board, project its agenda, time and venue at least 7 days before the projected date of the meeting]. The Control Board shall hold its regular meetings at least once a quarter and may convene its extraordinary meetings to settle unexpected work in time.

2. Extraordinary meetings:

An extraordinary meeting of the Control Board shall be held at the proposal of:

a/ The Managing Board chairman;

b/ At least two-thirds of the Managing Board members;

c/ The Control Board head;

d/ At least two-thirds of the Control Board members.

e/ The general director or other persons prescribed by the Charter;

f/ The director of the SB branch in the province or city where the Bank is headquartered.

3. Within 15 days as from the date of receiving the written request for an extraordinary meeting of the Control Board from one of the subjects mentioned at Points a, b, d, e and f of Clause 2 of this Article, the Control Board head must convene the extraordinary meeting of the Control Board. In cases where after two successive requests, the Control Board head still fails to convene such a meeting, the Managing Board and the Control Board members must immediately send a report thereon to the SB branch in the province or city where the Bank is headquartered and proceed with the meeting of the Control Board to handle affairs, and at the same time decide on the removal from office or dismissal of the head, elect a fully qualified Control Board member to be the head, submit such to the State Bank for approval strictly according to current regulations, or decide to organize an extraordinary general meeting of shareholders to handle existing problems and obstacles (if any).

4. Meeting venues:

The meetings of the Control Board shall be held at the registered venues of the Bank.

5. Notice and meeting agenda:

A Control Board meeting shall be held 5 days after the notice thereon is sent to the Control Board members. The notice on the Control Board meeting shall be made in writing in Vietnamese, clearly stating the meeting agenda, time and venue, and must be enclosed with necessary documents on issues to be discussed and voted at the Control Board meeting and also the ballots for the Control Board members who cannot attend the meeting. These members of the Control Board shall have to send their ballots to the Control Board before the meeting opens.

6. The required number of attending members:

A Control Board meeting shall be carried out when it is attended by two-thirds or more of its members personally or via their authorized persons being Control Board members. Where the first regular meeting of the Control Board is convened with inadequate number of attending members as prescribed, the Control Board head shall have to continue convening the second meeting of the Control Board within no more than 15 days thereafter. After two conventions of the Control Board meeting with inadequate number of attending members as prescribed, the Control Board head shall have to notify the Managing Board thereof and propose the latter to convene an extraordinary meeting of shareholders within no more than 30 days thereafter for the shareholders to consider the capacity of the Control Board members.

7. Voting

a/ Each Managing Board member attending the Control Board meeting shall have one vote thereat. If a Control Board member cannot attend the meeting, he/she may delegate his/her voting right in writing to another Control Board member (being subject eligible to participate in voting) to effect the voting instead.

b/ Control Board members having interests related to issues put up before the Control Board for decision shall not be allowed to participate in the voting on those issues and must not be counted into the required number of delegates to be present at the meeting, and at the same time must not be authorized by other members of the Control Board to participate in the voting on those issues.

c/ If there appear at a meeting any doubts related to the interests of the Control Board members or to their voting right and such doubts are not cleared by the Control Board members voluntarily with the acceptance to give up their voting right, those doubts shall be forwarded to the chairperson of the meeting. The chairperson’s decisions shall be final and conclusive except where the nature and extent of interests of those concerned Control Board members are not clearly known.

d/ Any Control Board member related to a contract mentioned in Article 87.1 of the Enterprise Law shall be regarded as having material interests from that contract.

8. Interest declaration:

The Control Board members deeming, according to their knowledge, that they relate, whether directly or indirectly, to a contract, an agreement or an anticipated contract or agreement to be concluded with the Bank must declare the nature of their related interests at the meetings of the Managing Board and the meetings of the Control Board, where the Managing Board and the Control Board shall consider whether or not to conclude such contract or agreement; if they come to know the existence of their interests later or in any other circumstances, those members must inform such right at the nearest meeting of the Managing Board and the nearest meeting of the Control Board after they realize that they have had the related interests.

9. Voting by majority:

The decisions of the Control Board shall be adopted if they are approved through voting by the majority of the Control Board members eligible to participate in the voting. Where the votes are split equal, the final decision shall belong to the side supported by the Control Board head or the Control Board member authorized by the Control Board to preside over the meeting (in cases where the Control Board head is absent).

10. Where the Control Board gathers written opinions to adopt the decision on an issue, such decision is considered having the same value as a decision adopted by the Control Board members at an ordinarily convened and organized meeting, if:

a/ It is consented in writing by the majority of the Control Board members eligible to participate in voting on issue put up for comments;

b/ The number of Control Board members eligible to cast written votes must satisfy the condition on the number of members required for convening the Control Board meeting.

11. Minutes:

The Control Board meetings must be fully recorded in the book of minutes. The meeting minutes shall be made in Vietnamese and signed by all attending members of the Control Board, who must jointly bear the responsibility for the accuracy and truthfulness of the minutes. The meeting chairperson shall have to arrange the elaboration and sending of the minutes of the Control Board meetings to the Control Board members and those minutes shall be considered evidences conclusive on jobs done at such meetings, except where there appear complaints about the contents of such minutes within 10 days as from the date of sending the minutes.

Section XIII. ORGANIZATIONAL STRUCTURE OF THE BANK

Article 60.- The organizational structure of the Bank

1. The Bank is organizationally structured with the following major components:

a/ The head office;

b/ The transaction bureau, branches (grade 1- branches), representative offices, non-business units, dependent companies;

c/ Branches of grade 1- branches (grade 2- branches);

d/ Branches of grade 2- branches (grade 3- branches); and

e/ Transaction offices, transaction spots (credit team).

2. The Bank is allowed to open transaction bureau, branches of grades 1, 2 and 3, representative offices, transaction offices, transaction spots (lending team), non-business units and dependent companies when needed under the regulation of the SB. The organizational structures of the above units shall be prescribed by the Managing Board in accordance with the provisions of law.

Article 61.- The organizational structure of the head- office

The head-office consists of the following components:

1. The Managing Board;

2. The Control Board;

3. The general director (director);

4. The internal inspection and auditing system.

Article 62.- The assisting apparatus of the general director (director)

1. The deputy-general directors (deputy-directors);

2. The chief accountant;

3. Sections and departments;

4. The internal inspection or auditing board.

Section XIV. RIGHT TO INSPECT BANKING BOOKS AND DOSSIERS

Article 63.- The right to inspect books and dossiers

1. Big shareholders are entitled to request in writing, directly or through lawyers or authorized persons, the examination of the list of the Bank’s shareholders and minutes of the shareholders’ general meetings during the working hours at the main business office of the Bank and the photocopying or extraction of those dossiers. The authorized persons’ requests must be enclosed with the authorization letters of the shareholders they have represented or the notarized copies of such authorization letters.

2. The Managing Board members, the Control Board members, the general director and other members of the Executive Board are entitled to examine the Bank’s ledger, list of shareholders as well as other books and dossiers for the purposes related to their tasks and powers provided that these information must be kept confidential.

3. The Bank shall have to keep this Charter as well as its amended, supplemented versions, the founding and operation permit, the business registration certificate, the regulations, the document proving the ownership over assets, the annual financial reports already certified by the independent auditing organization, the minutes of the shareholders’ general meetings and the Managing Board meetings, the Control Board’s reports, the accounting books and any other papers under the provisions of law at the head-office or another place within the operating area of the head-office on the conditions that the shareholders and the business registration body are notified of the locations for the archival of these papers.

4. Each shareholder shall be entitled to receive a copy of the Charter free of charge. If the Bank has its own website, the Charter shall be made public thereon.

Section XV. THE LABORERS AND THE TRADE UNION

Article 64.- The laborers and the Trade Union

The general director (director) shall have to elaborate the Regulation on the recruitment and hiring of laborers, forced job severance, wages, social insurance, welfare, commendation and discipline for the Bank’s laborers as well as the Bank’s relations with Trade Union organization in order to report them to the Managing Board for consideration and submit them to the shareholders’ general meeting for adoption.

Section XVI. PROFIT DISTRIBUTION

Article 65.- Dividends

1. The Bank shall pay dividends to its shareholders only when they do business with profits and have fulfilled their tax payment obligation as well as other financial obligations as provided for by law.

By decisions of the shareholders’ general meetings and according to the provisions of law, dividends shall be publicized and paid from the remaining profits of the Bank not in excess of the level initiated by the Managing Board on the basis of honesty after gathering opinions of shareholders at the shareholders’ general meeting. The Managing Board shall have to make a list of shareholders entitled to receive dividends and determine the dividend amount paid for each share, the time and mode of payment within thirty days before each time of dividend payment. The notices on dividend payment must be publicly sent to all shareholders at least 15 days before effecting the payment of dividends. Such a notice must be inscribed clearly with the name of the Bank, the name and address of the shareholder, the number of each type of shares of the shareholder, the dividend amount for each type of share and the total dividend amount to be received by such shareholder, the time and mode of dividend payment.

2. The Bank shall not pay interests on any dividend or any other payable money amount related to a share.

3. Any dividend or other money amount to be paid in cash, which is related to a share, must be paid in Vietnam dong and may be paid in checks or money payment orders sent through post office to the registered address of the benefiting shareholder and such shareholder shall have to bear all risks. Besides, any dividend or other money amounts to be paid in cash and related to a share can be paid via bank account transfer when the Bank has supplied details on the bank of shareholders, aiming to permit the Bank to effect the transfer of such money amount via bank accounts directly into the account of the bank of shareholders. The Bank shall not be subject to recourse of any money amount transferred via bank accounts by the Bank but not received by the benefiting shareholders if the Bank made the account transfer strictly according to the detailed information on the bank supplied by such shareholder.

4. Persons who have officially registered to retain their shares or other securities may receive dividends, allocated amounts, divided amounts, notices or documents.

5. Where shareholders transfer their shares during the time between the moment of ending the making of the list of shareholders entitled to receive dividends and the time of dividend payment, the transferors shall be the recipients of dividends from the Bank.

Section XVII. THE INTERNAL INSPECTION AND AUDITING SYSTEM, THE RESERVE FUND, THE FISCAL YEAR, THE ACCOUNTING SYSTEM

Article 66.- The internal inspection and auditing system

The Bank shall establish an internal inspection and auditing system as follows:

1. The specialized internal inspection and auditing system (referred collectively to as the internal inspection system) in the executive apparatus of the general director (director) from the head-office to the transaction bureaus, branches, representative offices and dependent companies shall assist the general director (director) in administering smoothly, safely and lawfully all professional activities of the Bank. The staff members of the internal inspection system shall not concurrently undertake other jobs of the Bank.

2. The internal inspection system and its staff members (the internal inspection personnel) are independent in their activities from other professional sections, transaction bureaus, branches, representative offices and dependent companies and are independent in making assessment, conclusions and proposals in inspection and auditing activities.

Article 67.- The internal inspection personnel

The internal inspection personnel of the Bank shall have the common criteria of the banking personnel and all the following criteria:

1. Having knowledge about laws, being proficient in the operations they undertake.

2. Having university degree in banking or economics, finance accounting.

3. Having worked in the banking sector for at least three years.

Article 68.- Responsibilities of the internal inspection system

The internal inspection system shall have the following responsibilities:

1. To regularly inspect the observance of laws, regulations of the State Bank and the internal regulations; to directly inspect the professional activities in all domains at the head-office, transaction bureaus, branches, representative offices, dependent companies.

2. To audit the professional activities in each period, each domain with a view to assessing accurately the results of business activities and the actual financial status of the Bank.

3. To report in time to the general director, the Managing Board and the Control Board on the results of internal inspection and auditing and put forth proposals to redress shortcomings and problems.

4. Other responsibilities prescribed by the general director in accordance with the provisions of law, the regulations of the State Bank and this Charter.

Article 69.- Powers and responsibilities of the internal inspection system

The internal inspection and control system shall have the following tasks and powers:

1. To request professional sections and personnel directly performing the operation to explain works already done, being done, to produce directing documents, recording vouchers and books and other relevant documents (when necessary) in service of inspection or auditing.

2. To propose the general director (director) to set up inspection or re-inspection teams to perform the tasks of regular or irregular inspection or auditing.

3. The head of the internal inspection and control section at the head-office or leaders of the internal inspection teams at transaction bureaus, branches, representative offices and dependent companies are entitled to attend meetings convened by the Bank’s general director (director) or the directors of transaction bureaus, branches, representative offices or dependent companies.

4. To propose the general director (director) of the Bank or directors of transaction bureaus, branches, representative offices, dependent companies) to handle according to competence units and/or individuals that have committed acts of violating laws, regulations of the State Bank and the Bank.

5. Other powers delegated by the general director (director) in accordance with law provisions, regulations of the State Bank and this Charter.

Article 70.- Financial regime

1. The Bank shall comply with the financial regime according to the Government’s regulations and the Finance Ministry’s guidance.

2. The Managing Board, the Control Board, the general director (director) of the Bank shall bear responsibility before law and before State management agencies for the observance of the financial regime of their own Bank.

Article 71.- Use of capital

1. The Bank may use capital in service of business activities, construction investment, fixed asset procurement according to law provisions.

2. The Bank shall be entitled to change the capital and asset structure in service of operation development according to law provisions.

3. The Bank may mobilize capital and assets among dependent companies with legal person status and independent cost-accounting.

Article 72.- Reserve funds

The Bank may make deductions for setting up the following funds:

1. The charter capital- supplementing reserve fund;

2. The financial reserve fund;

3. The operation development investment fund;

4. The job-loss allowance reserve fund;

5. The reward fund;

6. The welfare fund.

Article 73.- The Bank’s financial autonomy

The Bank is autonomous in finance, bears self-responsibility for its own business activities, fulfills its obligations and commitments as provided for by law.

Article 74.- Accounting and taxes

1. The Bank shall observe the accounting and statistical regime as prescribed by law.

2 The Bank’s fiscal year starts on January 1 and ends on December 31 of a calendar year. The first fiscal year shall start from the date it is granted the business registration certificate and end on December 31 of the same year.

3. The Bank shall make accounting books in Vietnamese. The Bank must make accounting books according to the business type. Those books must be accurate, updated, systematic and enough to prove and explain transactions.

4. The Bank shall effect accounting according to the system of book-keeping accounts prescribed by the State Bank.

Section XVIII. ANNUAL REPORTS, RESPONSIBILITY TO SUPPLY INFORMATION, ANNOUNCEMENT TO THE PUBLIC

Article 75.- Financial reports

1. The Bank shall make financial reports according to law provisions on accountancy, statistics and regular operation reports according to the regulation of the State Bank Governor.

2. The annual financial report must include a profit-loss settlement report revealing truthfully and objectively the situation on losses and profits of the Bank in the fiscal year and an asset balance sheet revealing truthfully and objectively the situation on activities of the Bank by the time of making the profit-loss settlement report.

3. In addition to the periodical reports, the Bank shall immediately report to the State Bank on the following cases:

a/ Unusual developments in the professional activities, which may seriously affect the Bank’s business situation;

b/ Big changes in the organizational structure of the Bank.

4. Within 90 days as from the end of the fiscal year, the Bank shall submit to the State Bank the annual reports as provided for by law.

Article 76.- Publication and announcement

1. The annual financial reports and their support documents must be sent to the competent tax offices as well as the State Bank and must be publicized within 120 days as from the end of the fiscal year as provided for by law.

2. Within 120 days as from the end of the fiscal year, the Bank must make public its financial reports according to the provisions of law.

Section XIX. AUDITING OF BANK

Article 77.- Auditing

1. At least 30 days before the end of the fiscal year, the Bank must select an auditing organization other than the internal one to audit its activities. That auditing organization must be approved by the State Bank.

2. The Bank shall have to prepare and send its annual accounting report to the independent auditing organization after the end of each fiscal year.

3. The Bank’s independent auditing organization shall proceed with the examination, verification and report on the basis of the annual accounting report on the Bank’s revenues and expenditures and must prepare and submit the auditing report to the Managing Board within two months as from the end of each fiscal year.

4. A copy of the auditing report must be sent together with each annual accounting report of the Bank.

5. The auditors of the independent auditing organization shall be allowed to attend any shareholders’ general meeting and gather notices and other information related to any meetings, which the shareholders are entitled to receive, and shall be entitled to state their opinions at the shareholders’ general meetings on issues related to the auditors.

6. The specific auditing of the Bank’s activities shall comply with the provisions of the Law on Credit Institutions, the legislation on independent auditing and the guiding documents of the State Bank.

Section XX. TERMINATION OF OPERATION AND LIQUIDATION

Article 78.- Reporting and special control

1. Where the Bank is in the danger of losing its capability to pay its customers, it must immediately report to the State Bank its actual financial status, the causes and measures already applied and to be applied to overcome the situation.

2. The Bank may be placed by the State Bank into the special control state in the following cases:

a/ Being in the danger of losing capability for repayment;

b/ Being unable to recover debts and in the danger of insolvency; or

c/ The total accrued losses of the Bank exceed 50% of the actual charter capital amount and reserve funds.

3. In cases of emergency, in order to ensure its capability to repay deposits or interests of the customers, the Bank can be provided with special loans by other credit institutions or the State Bank. Such special loans shall be used with priority given to the payment of all debts of the Bank first.

Article 79.- Bankruptcy of the Bank

The bankruptcy of the Bank shall comply with the provisions in Article 98 of the Law on Credit Institutions and the legislation on bankruptcy.

Article 80.- Dissolution of the Bank

The Bank shall be dissolved in the following cases:

1. The shareholders’ general meeting adopts the decision on dissolution and termination of operation of the Bank according to the provisions of law and with the approval of the State Bank;

2. Upon the expiry of its operation, the Bank does not apply for the extension of the operation permit or has applied for the extension but got the disapproval from the State Bank;

3. Its founding and operation permit has been revoked.

Article 81.- Liquidation of the Bank

1. Where the Bank is declared bankrupt, the liquidation of the Bank shall comply with the provisions of the Law on Bankruptcy of Enterprises.

2. When being dissolved under Article 80 of this Charter, the Bank shall immediately carry out the liquidation under the State Bank’s supervision.

3. All expenses related to the liquidation shall be borne by the liquidated bank.

Section XXI. SETTLEMENT OF INTERNAL DISPUTES

Article 82.- Settlement of internal disputes

1. Whenever a dispute or complaint related to affairs of the Bank or to the rights of shareholders arises from the Charter or from any right or obligation prescribed by the Law on Credit Institutions and current documents guiding the implementation thereof and any other law or administrative regulation between:

(i) A shareholder or many shareholders and the Bank; or

(ii) Any shareholder or many shareholders and the Managing Board, the Control Board, the general director (director) or high-ranking managerial officials,

the involved parties shall strive to settle such dispute through negotiations and conciliation. Where the dispute is related to the Managing Board or its chairman, the Managing Board chairman shall assume the prime responsibility in settling the dispute and request each party to present practical elements related to the dispute within [ 21] working days as from the date the dispute arises. If the dispute is related to the Managing Board or its chairman, any party can request the competent agency to settle it.

2. If no decision is reached in conciliation within [ ] weeks as from the time the conciliation process starts or if the conciliation decision is not accepted by the parties, any party can bring the dispute to the economic court.

3. Each party shall bear its own expenses related to the negotiation and conciliation procedures. The expenses of the court shall be borne by the party to be decided by the court.

Section XXII. INFORMATION AND CONFIDENTIALITY

Article 83.- Periodical information

1. The Bank shall periodically provide information to account holders on the transactions and the balance on their accounts at the Bank.

2. The Bank may exchange information with other credit institutions on banking operation and on customers.

3. The Bank shall have the responsibility to report and supply information to the State Bank on the situation of its business activities and personnel at the request of the State Bank and shall be provided by the State Bank with information related to banking activities of the customers having relations with the Bank.

Article 84.- Obligation to keep confidential

1. The Bank’s personnel and concerned persons must not disclose the State secrets and business secrets of the Bank, which they know.

2. The Bank may refuse requests of organizations and/or individuals for the supply of information related to deposit money and assets of customers and activities of the Bank, except for the requests of competent Sate agencies as provided for by law or where it is so consented by the customers.

Section XXIII. EFFECTIVE DATE

Article 85.- Effective date

This Charter shall take effect as from the date it is ratified by the State Bank of Vietnam.

For the State Bank Governor
Deputy Governor
TRAN MINH TUAN