Pursuant to the law on organization of the Government of 25 December 2001;

Pursuant to the law the State Bank of Vietnam no. 01/1997/QH10 on December 12, 1997 and amended Laws, supplementing a number of articles of the law on the State Bank of Vietnam number 10/2003/QH11 on 17 June 2003;

Pursuant to the law of credit institutions number 02/1997/QH10 on December 12, 1997 and amended Laws, supplementing a number of articles of the law of credit institutions number 20/2004/QH11 on June 15, 2004;

Pursuant to the law of business 60/2005/QH11 on December 29, 2005;

The Governor's proposal the State Bank of Vietnam, the DECREE: article 1. Modifying, supplementing a number of articles of Decree No. 79/2002/ND-CP dated 10 October 2002 of the Government on the organisation and operation of financial company, as follows: 1. Article 2 is modified and supplemented as follows: "article 2. The definition of financial companies 1. The financial company is kind of non-bank credit organizations, to function as the use of capital letters, capital and other sources of capital to lend, invest, provide advisory services on financial, monetary and made a number of other services in accordance with the law , but did not make the payment, the services do not receive deposits under 1 year.

2. Finance companies including types of synthetic financial companies made all the functions, the prescribed professional and specialized finance companies operate primarily on a number of areas such as: consumer credit or credit card and other activities under the provisions of the law , This Decree and guidance of the State Bank of Vietnam ".

2. Article 3 is amended and supplemented as follows: "article 3. The established form 1. Financial companies are established and operating in Vietnam under the following forms: a) the financial company limited hai members.

b) finance companies limited liability a member.

c) financial company shares.

2. Conversion of property, change the form (kind of) the financial company is made according to the regulations of the State Bank of Vietnam ".

3. Additional terms: 3, 4, 5, 6, 7, 8 and 9 on article 6 as follows: "article 6. Explanation of terms 3. Foreign credit institutions include banks, finance companies, financial corporations established under the foreign law.

4. the joint venture finance companies as financial companies were established in Vietnam, with which Vietnam party (consisting of one or more credit institutions, Vietnam business) and foreign Parties (including one or more credit institutions abroad) on the basis of the contract of the joint venture, in which the shares of the foreign party does not exceed 49% of the capital stock of financial companies shares of enterprises, Vietnam does not exceed 30% of the capital of Vietnam Side. Venture finance company was established in the form of limited liability company two members.

5. Financial company 100% foreign-owned financial company is established in Vietnam with 100% owned by one or more credit institutions abroad. Financial company 100% foreign capital was established in the form of limited liability company.

6. Consumer credit is provided for personal credit through lending businesses pay, release of credit cards and loans with the money according to the rules of the State Bank of Vietnam.

7. Water resources of origin for foreign credit organizations is the country where the foreign credit institution was founded.

8. Companies: a company is considered the company's affiliated financial company if in one of the following cases: a) Has over 50% owned by financial companies.

b) appointing the majority or all members of the Board and ceo (Director) of the company under the company's financial decisions.

c) modifying, supplementing the company's Charter jurisdiction decision of financial companies. "

4. Item 2 article 8 is amended as follows: "article 8. Licensing conditions 2. In addition to the conditions stated in paragraph 1 of this article, foreign credit institutions in financial firms or financial company 100% foreign capital to meet the following conditions: a) is organized under the authority of the law of water resources of allowing established and operated in Vietnam.

b) Have total assets are over 10 billion u.s. dollars at the end of the year before the time of filing, unless a bilateral investment agreement between Vietnam and the raw water of otherwise. "

5. Replace article 14, 15, and 16 by the new article 14, 15 and 16 as follows: "article 14. Open branches, representative offices and affiliated company 1. The opening and termination of the operation of branches, representative offices in the country, outside of the financial company must be approved by Vietnam's State Bank in writing. Condition records, open procedures and termination of the operation of branches, representative offices of financial firms be applied under article 33 of the credit institutions Act and the instructions of the State Bank of Vietnam.

2. established finance company subsidiaries to work on some areas of finance, banking, insurance, securities establishing subsidiaries of financial firms are made according to the regulations of the State Bank.

-Article 15.

1. The Board of a) the Board of management functions finance companies, have total power in the name of financial companies to decide, make the rights and obligations of the finance company, except the issues under the jurisdiction of the general shareholders meeting (for the financial company shares) or the owner (for the finance company into a limited liability Member) or capital contribution members (for limited liability companies with two or more members).

b) Board members have a minimum of three people, including those with prestige, professional ethics and understanding of financial and banking operations. The Chairman and the other members of the Board are not authorized for those who are not members of the Board perform the task, their powers.

c) the term of the Board and Board members from 3 years to 5 years, due to the Charter financial company specifying the case of members of the Board are elected to supplement or replace Board members were dismissed, mid-term recall , then the term of members of the Board that is the remaining period of the term of the Board. Members of the Board can be elected again with unlimited tenure and could be dismissed, recall at any time at the discretion of the competent authorities elected or appointed or assigned.

d) Board using the seal of financial companies to perform their duties.

2. Control Board a) Control Board has the task of checking the financial activities; supervise the observance of accounting mode, the safety of the company's financial activity, perform internal audit activities each period, each sector to assess business activities and the financial situation of the financial companies.

b) Control Board has a minimum of three people, including a man who was the Chief and at least half of the members are professional. Control Committee members must meet the qualification requirements and professional ethics by the State banking regulations.

c) Control Board has the parts and are using the system check and internal control of financial companies to perform their duties.

d) term of Control Board and Control Board members from 3 years to 5 years, due to the Charter financial company specific regulations. The case of elected members complement or replace members were dismissed, the mission within the term, the term of that membership period is the remainder of the term of the Board of control. Control Board members may be re-elected an unlimited number of terms.

3. the Director-General (Executive Director) a) Board appointed one of its members to make General Manager (Director) or hire General Manager (Director). General Manager (Director) of the company financially responsible to the Board about the daily operations tasks, powers consistent with the provisions of this Decree and the other provisions of the law. General Manager (Director) is represented according to the law of financial companies, except financial company Charter provisions.

b) the term of Director-General (the Director) may not exceed five, led by financial company Charter specifies. General Manager (the Director) may be appointed with unlimited tenure.

c) General Manager (Director), Vice President (VP) of financial company must have the standard as specified in paragraph 2 to article 39 of the law on credit institutions.

d) General Manager (Director) of the finance companies are not allowed to be the General Manager (Director) or the Chairman of the Management Board of the credit organization, unless that organization is affiliated company of financial companies.

DD) the Board specifies the structure, functions and tasks of the apparatus for the Director-General (Executive Director)-article 16. State specific instructions about the functions, duties, powers, able to form elected, appointed, dismissed the medical standards, the members of the Management Board, supervisory board and General Director (Director) financial companies. "

6. Replace Paragraph 2 and the additional clause 5 article 17 as follows: "article 17. The form of financing 2. Bonds, certificates of deposit and other valuable papers from the term from one year and up to the Organization's financing, domestic and foreign individuals according to the regulations of the State Bank of Vietnam.

5. for specialized financial company active in the field of consumer credit, card does not perform field operations mobilization of capital referred to in paragraph 1 of this article. "

7. additional paragraph 4 Article 18 as follows: "article 18. Loans 4. For specialized financial company: a) the financial company active in the field of consumer credit, are:-the level of consumer credit in the form of installment loan, credit card and loan with money;


-Provides financial advisory services, banking, currency and investment for the customer;

-Other forms prescribed by the State Bank.

b) financial company active in the field of card done as stipulated in Decree No. 64/2001/ND-CP dated 20 September 2001 of the Government on the payment activities through the institutions providing payment services and the direction of the State Bank, which issued the credit card turnover not less than 70% of the company's "revenue 8. Replace paragraph 1 article 25 as follows: "article 25. The profession must be the State Agency has the authority to allow foreign exchange operations: financial companies that are implementing a number of Forex services under the provisions of the law and the guidelines of the State Bank of Vietnam. "

Article 2. Terms of implementation 1. The Decree has effect after 15 days from the date The report.

2. State Bank of Vietnam and the ministries concerned have the responsibility to guide the implementation of this Decree.

3. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities is responsible for the implementation of this Decree.